Constrained
Capital ESG Orphans ETF
Ticker
Symbol: ORFN
Constrained
Capital ESG Orphans Daily Inverse ETF
Ticker
Symbol: SRFN
Each listed
on NYSE Arca, Inc.
PROSPECTUS
May
13, 2022
The U.S.
Securities and Exchange Commission (“SEC”) has not approved or disapproved of
these securities or passed upon the accuracy or adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.
TABLE OF
CONTENTS
CONSTRAINED
CAPITAL ESG ORPHANS ETF - FUND SUMMARY |
|
CONSTRAINED
CAPITAL ESG ORPHANS DAILY INVERSE ETF- FUND
SUMMARY |
|
ADDITIONAL
INFORMATION ABOUT THE FUNDS |
|
PORTFOLIO
HOLDINGS |
|
MANAGEMENT
|
|
HOW
TO BUY AND SELL SHARES |
|
DIVIDENDS,
DISTRIBUTIONS, AND TAXES |
|
DISTRIBUTION
|
|
PREMIUM/DISCOUNT
INFORMATION |
|
ADDITIONAL
NOTICES |
|
FINANCIAL
HIGHLIGHTS |
|
CONSTRAINED
CAPITAL ESG ORPHANS ETF
- FUND
SUMMARY
Constrained
Capital ESG Orphans ETF
Investment
Objective
The
Constrained Capital ESG Orphans ETF (the “Fund”) seeks to provide investment
results that, before fees and expenses, track the ESG Orphans Index (the
“Index”).
Fees and
Expenses of the Fund
This table
describes the fees and expenses that you may pay if you buy, hold, and sell
shares of the Fund (“Shares”). You may pay other fees, such as brokerage
commissions and other fees to financial intermediaries, which are not reflected
in the table and Example below.
|
|
Annual
Fund Operating Expenses (expenses that you pay each year as a
percentage of the value of your investment) |
|
Management
Fee |
0.75%
|
Distribution
and Service (12b-1) Fees |
None
|
Other
Expenses (1) |
0.00%
|
Acquired
Fund Fees and Expenses (1)
|
0.00%
|
Total
Annual Fund Operating Expenses |
0.75%
|
|
|
(1) |
Based
on estimated amounts for the current fiscal year.
Based on estimated amounts for the current fiscal year.
|
Expense
Example
This Example
is intended to help you compare the cost of investing in the Fund with the cost
of investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
Portfolio
Turnover
The Fund pays
transaction costs, such as commissions, when it buys and sells securities (or
“turns over” its portfolio). A higher portfolio turnover rate may indicate
higher transaction costs and may result in higher taxes when Shares are held in
a taxable account. These costs, which are not reflected in total annual fund
operating expenses or in the expense example above, affect the Fund’s
performance. Because the Fund is newly organized, portfolio turnover information
is not yet available.
Principal
Investment Strategies
The Fund uses
a “passive management” (or indexing) to track the performance, before fees and
expenses, of the Index. The Fund, under normal circumstances, invests at least
80% of its assets in the securities that comprise the Index. The Fund expects to
hold each stock in approximately the same proportion as its weighting in the
Index. The Index is owned by Constrained Capital LLC, the sponsor of the Fund
(“Constrained Capital” or “Sponsor”). The Index is calculated, administered,
and
published by
Solactive AG (“Solactive”), which is the Index’s administrator (the “Index
Administrator”). The Index Administrator independently prices the Index on a
continuous basis during equity market hours.
The Index
includes free-float market capitalization weighted companies and is comprised of
U.S.-listed stocks and American Depositary Receipts (“ADRs”) of companies whose
primary business is in a sector or sub-sector (each, an “Orphaned Sector”) that
is commonly “orphaned”, discarded, or excluded by Environmental, Social, and
Governance (“ESG”)-centric mutual funds and exchange-traded funds (“ETFs”)
registered under the Investment Company Act of 1940, as amended (the “1940
Act”). The universe of potential Index constituents begins with the securities
included in the Solactive GBS Global Markets Investable Universe USD Index that
are listed on the New York Stock Exchange or the NASDAQ Stock Market LLC
(“NASDAQ”) or that have an ADR that trades on the New York Stock Exchange or
NASDAQ. Eligible Index constituents are then sorted by market
capitalization from largest to smallest. The list of potential Index
constituents is narrowed to include only those U.S.-listed equity securities
that are classified in an Orphaned Sector under the FactSet Standard Industry
Classification System.
The Index
methodology currently considers the following as Orphaned Sectors: fossil fuel
energy, nuclear power, tobacco, weapons/firearms, alcohol and gambling. Each
Orphaned Sector and the corresponding FactSet Industries are set forth in the
table below:
Orphaned
Sector |
FactSet
Industry |
Fossil
Fuel Energy |
Integrated
Oil, Oil & Gas Production, Oil Refining/Marketing, Coal
|
Nuclear
Power |
Electric
Utilities |
Tobacco
|
Tobacco
|
Weapons
/ Firearms |
Aerospace
& Defense* |
Alcohol
|
Beverages:
Alcoholic |
Gambling
|
Casinos/Gaming
|
*
|
A
company that is classified as part of the Aerospace & Defense industry
by FactSet is eligible for inclusion in the Index only if the company
description also includes one of the following key words: weapon(s),
military, missile(s), firearm(s), or national security.
|
The list of
potential Index constituents is further narrowed to include only the 12 largest
companies by market capitalization for each Orphaned Sector. From that list, the
50 largest companies by market capitalization are selected for inclusion in the
Index provided that the maximum exposure to any one Orphaned Sector in the Index
is capped at 25% of the total Index. As of May 10, 2022, the Index consists of
50 companies. Individual companies within the Index will constitute no more than
10% of the total Index. The Index methodology will also limit individual company
positions so that, in the aggregate, the individual companies that would
constitute more than 5% of the Index constitute no more than 50% of the
total Index at each rebalance (e.g., changes may be made to both the Index
constituents and their weights based on the Index methodology) and reweighting
(e.g., Index constituents are unchanged but their weights may change). The Index
is rebalanced annually in May and reweighted each November. Additional
information about the Index’s construction is shown below under the
heading “Additional Information about the Index.”
The Fund uses
a “passive” or indexing approach to attempt to achieve its investment objective.
The Fund does not try to outperform the Index and does not generally take
temporary defensive positions. Although the Fund intends to fully replicate the
Index, at times the Fund may hold a representative sample of the securities in
the Index that have aggregate characteristics similar to those of the Index.
This means the Fund may not hold all of the securities included in the Index,
its weighting of investment exposure to such stocks or industries may be
different from that of the Index and it may hold securities that are
not
2
included in
the Index. The Fund will rebalance its portfolio when the Index rebalances.
Additionally, if the Fund receives a creation or redemption unit in cash, the
Fund repositions its portfolio in response to assets flowing into or out of the
Fund.
To the extent
the Index concentrates (i.e., holds more than 25% of its total assets) in the
securities of a particular industry or group of related industries, the Fund
will concentrate its investments to approximately the same extent as the
Index.
The Fund is
deemed to be non-diversified under the 1940 Act, which means that it may invest
a greater percentage of its assets in the securities of a single issuer or a
smaller number of issuers than if it was a diversified fund.
Principal
Investment Risks
The principal
risks of investing in the Fund are summarized below. As
with any investment, there is a risk that you could lose all or a portion of
your investment in the Fund. Some or all of these risks may adversely
affect the Fund’s net asset value per share (“NAV”), trading price, yield, total
return, and/or ability to meet its objective. For more information about the
risks of investing in the Fund, see the section in the Fund’s Prospectus titled
“Additional Information About the Funds—Principal Risks of Investing in Each
Fund.”
An investment
in the Fund entails risk. The Fund may not achieve its investment objective and
there is a risk that you could lose all of your money invested in the Fund. The
Fund is not a complete investment program. It is important that investors
closely review all of the risks listed below and understand them before making
an investment in the Fund.
Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which it appears.
Equity
Market Risk. Common stocks are generally exposed to greater risk than other
types of securities, such as preferred stock and debt obligations, because
common stockholders generally have inferior rights to receive payment from
specific issuers. The equity securities held in the Fund’s portfolio may
experience sudden, unpredictable drops in value or long periods of decline in
value. This may occur because of factors that affect securities markets
generally or factors affecting specific issuers, industries, or sectors in which
the Fund invests.
General
Market and Geopolitical Risk. The increasing interconnectivity between
global economies and financial markets increases the likelihood that events or
conditions in one region or financial market may adversely impact issuers in a
different country, region or financial market. Securities in the Fund’s
portfolio may underperform due to inflation (or expectations for inflation),
interest rates, global demand for particular products or resources, natural
disasters, pandemics, epidemics, terrorism, regulatory events and governmental
or quasi-governmental actions. The occurrence of global events similar to those
in recent years, such as terrorist attacks around the world, natural disasters,
social and political discord or debt crises and downgrades, among others, may
result in market volatility and may have long term effects on both the U.S. and
global financial markets. It is difficult to predict when similar events
affecting the U.S. or global financial markets may occur, the effects that such
events may have and the duration of those effects.
Orphaned
Sectors Companies Risks:
●
|
Alcohol
Companies Risk. Alcohol companies are very competitive and
subject to a number of risks. Demographic and product trends, changing
consumer preferences, nutritional and health-related concerns, competitive
pricing, marketing campaigns, environmental factors, adverse changes in
general economic conditions, government regulation, consumer boycotts,
risks of product tampering, product liability claims, and the availability
and expense of liability insurance can affect the demand for, and success
of, such companies’ products in the marketplace.
|
●
|
Gambling
Companies Risk. Companies in the betting and gaming industry include
those engaged in casino operations, racetrack operations, sports and horse
race betting operations, online gaming operations and/or the provision of
related equipment and technologies. The betting and gaming industry is
characterized by an increasingly high degree of
|
3
competition
among a large number of participants including from participants performing
illegal activities or unregulated companies. Expansion of betting in other
jurisdictions (both regulated and unregulated) could increase competition with
existing betting and gaming companies, which could have an adverse impact on
their financial condition, operations and cash flows. These companies also may
be subject to increasing regulatory constraints, particularly with respect to
cybersecurity and privacy. Companies operating in the betting and gaming
industry are subject to the risk of significant litigation regarding
intellectual property rights, which may adversely affect and financially harm
companies in which the Fund may invest.
●
|
Tobacco
Companies Risk. Tobacco companies are very competitive and
subject to a number of risks. Demographic and product trends, changing
consumer preferences, nutritional and health-related concerns, competitive
pricing, marketing campaigns, environmental factors, adverse changes in
general economic conditions, government regulation, consumer boycotts,
risks of product tampering, product liability claims, and the availability
and expense of liability insurance can affect the demand for, and success
of, such companies’ products in the marketplace. Tobacco companies in
particular may be adversely affected by the adoption of proposed
legislation and/or by litigation. |
●
|
Fossil
Fuel Companies Risk. The profitability of fossil fuel companies
is related to worldwide energy prices, including all sources of energy,
and exploration and production costs. The price of fossil fuels, the
earnings of fossil fuels companies, and the value of such companies’
securities can be extremely volatile. A significant portion of their
revenues may depend on a relatively small number of customers, including
governmental entities and utilities. Short-term oil prices are largely
driven by worldwide economic growth. In addition, if the
transition to alternative energy sources accelerates in the near future
fossil fuel companies may be adversely affected.
|
●
|
Nuclear
Energy Companies Risk. Nuclear energy companies may face
considerable risk as a result of, among other risks, incidents and
accidents, breaches of security, ill-intentioned acts of terrorism, air
crashes, natural disasters (such as floods or earthquakes), equipment
malfunctions or mishandling in storage, handling, transportation,
treatment or conditioning of substances and nuclear materials. Such events
could have serious consequences, especially in case of radioactive
contamination and irradiation of the environment, for the general
population, as well as a material, negative impact on nuclear energy
companies. |
●
|
Weapons
Companies Risk. Weapons manufacturers rely to a large extent on
U.S. (and other) Government demand for their products and services and may
be significantly affected by changes in government regulations and
spending, as well as economic conditions and industry consolidation.
Weapons companies may be adversely affected by the adoption of proposed
legislation and/or by litigation. |
Recent
Market Events Risk. U.S. and international markets have experienced
significant periods of volatility in recent years and months due to a number of
economic, political and global macro factors including the impact of COVID-19 as
a global pandemic, which has resulted in a public health crisis, disruptions to
business operations and supply chains, stress on the global healthcare system,
growth concerns in the U.S. and overseas, staffing shortages and the inability
to meet consumer demand, and widespread concern and uncertainty. The global
recovery from COVID-19 is proceeding at slower than expected rates due to
the emergence of variant strains and may last for an extended period of time.
Continuing uncertainties regarding interest rates, rising inflation, political
events, rising government debt in the U.S. and trade tensions also contribute to
market volatility. As a result of continuing political tensions and armed
conflicts, including the war between Ukraine and Russia, the U.S. and the
European Union imposed sanctions on certain Russian individuals and companies,
including certain financial institutions, and have limited certain exports and
imports to and from Russia. The war has contributed to recent market volatility
and may continue to do so.
New Fund
Risk. The Fund is a recently organized management investment company
with no operating history. As a result, prospective investors do not have a
track record or history on which to base their investment decisions.
4
Concentration
Risk. The Fund’s investments will be concentrated in an industry or
group of industries to the extent the Index is so concentrated. In such event,
the value of Shares may rise and fall more than the value of shares that invest
in securities of companies in a broader range of industries.
Cybersecurity
Risk. With the increased use of technologies such as the Internet to
conduct business, the Fund is susceptible to operational, information security,
and related risks. Cyber incidents affecting the Fund or its service providers
may cause disruptions and impact business operations, potentially resulting in
financial losses, interference with the Fund’s ability to calculate its NAV,
impediments to trading, the inability of shareholders to transact business,
violations of applicable privacy and other laws, regulatory fines, penalties,
reputational damage, reimbursement or other compensation costs, or additional
compliance costs.
ETF
Risks.
●
|
Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions
that that are authorized to purchase and redeem Shares directly from the
Fund (known as “Authorized Participants” or “APs”). In addition, there may
be a limited number of market makers and/or liquidity providers in the
marketplace. To the extent either of the following events occur, Shares
may trade at a material discount to NAV and possibly face delisting: (i)
APs exit the business or otherwise become unable to process creation
and/or redemption orders and no other APs step forward to perform these
services; or (ii) market makers and/or liquidity providers exit the
business or significantly reduce their business activities and no other
entities step forward to perform their functions.
|
●
|
Costs
of Buying or Selling Shares. 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.
|
●
|
Shares
May Trade at Prices Other Than NAV. As with all ETFs, Shares may be
bought and sold in the secondary market at market prices. Although it is
expected that the market price of the Shares will approximate the Fund’s
NAV, there may be times when the market price of Shares is more than the
NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of the Shares or during periods of market volatility.
This risk is heightened in times of market volatility or periods of steep
market declines. |
●
|
Trading.
Although Shares are listed for trading on the NYSE Arca, Inc. (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. In
stressed market conditions, the liquidity of Shares may begin to mirror
the liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than Shares. Also, in stressed market
conditions, the market for Shares may become less liquid in response to
deteriorating liquidity in the markets for the Fund’s underlying portfolio
holdings. These adverse effects on liquidity for Shares, in turn, could
lead to wider bid/ask spreads and differences between the market price of
Shares and the underlying value of those Shares.
|
Index
Risk. The Index may not reflect all companies meeting the Index’s
eligibility criteria if certain characteristics of a company are not known at
the time the Index is composed or reconstituted. Additionally, the Index is new,
so investors do not have the benefit of a long track record to assess the
potential risks associated with the Index over various
market periods.
5
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.
|
Depositary
Receipt Risk. Depositary receipts involve risks similar to those associated
with investments in foreign securities, such as changes in political or economic
conditions of other countries and changes in the exchange rates of foreign
currencies. Depositary receipts listed on U.S. exchanges are issued by banks or
trust companies, and entitle the holder to all dividends and capital gains that
are paid out on the underlying foreign shares (“Underlying Shares”). When the
Fund invests in depositary receipts as a substitute for an investment directly
in the Underlying Shares, the Fund is exposed to the risk that the depositary
receipts may not provide a return that corresponds precisely with that of the
Underlying Shares.
Non-Diversification
Risk. Because
the Fund is “non-diversified,” it may invest a greater percentage of its assets
in the securities of a single issuer or a smaller number of issuers than if it
was a diversified fund. As a result, a decline in the value of an investment in
a single issuer or a smaller number of issuers could cause the Fund’s overall
value to decline to a greater degree than if the Fund held a more diversified
portfolio.
Third Party
Data Risk. The composition of the Index, and consequently the Fund’s
portfolio, is heavily dependent on information and data calculated and published
by an independent third party calculation agent (“Third Party Data”). When Third
Party Data proves to be incorrect or incomplete, any decisions made in reliance
thereon may lead to the inclusion or exclusion of securities from the Index that
would have been excluded or included had the Third Party Data been correct and
complete. If the composition of the Index reflects such errors, the Fund’s
portfolio can also be expected to reflect the errors.
Tracking
Error Risk. As with all index funds, the performance of the Fund and
the Index may differ from each other for a variety of reasons. For example, the
Fund incurs operating expenses and portfolio transaction costs not incurred by
the Index. In addition, the Fund may not be fully invested in the securities of
the Index at all times or may hold securities not included in the Index.
Underlying
Index Risk. Neither the Fund’s investment adviser nor the Index
Provider is able to guarantee the continuous availability or timeliness of the
production of the Index. The calculation and dissemination of the Index values
may be delayed if the information technology or other facilities of the Index
Provider, calculation agent, data providers and/or relevant stock exchange
malfunction for any reason. A significant delay may cause trading in shares of
the Fund to be suspended. Errors in Index data, computation and/or the
construction in accordance with its methodology may occur from time to time and
may not be identified and corrected by the Index Provider, calculation agent or
other applicable party for a period of time or at all, which may have an adverse
impact on the Fund and its shareholders.
Performance
Performance
information for the Fund is not included because the Fund has not completed a
full calendar year of operations as of the date of this Prospectus. When
such information is included, this section will provide some indication of the
risks of investing in the Fund by showing changes in the Fund’s performance
history from year to year and showing how the Fund’s
6
average annual
total returns compare with those of the Index and a broad measure of market
performance. Although
past performance of the Fund is no guarantee of how it will perform in the
future, historical performance may give you some indication of the risks of
investing in the Fund. Updated performance information will be available
on the Fund’s website at www.constrainedcapitaletfs.com.
Management
Investment
Adviser: Toroso Investments, LLC serves as investment adviser to the
Fund.
Portfolio
Managers
The following
individuals are jointly and primarily responsible for the day-to-day management
of the Fund.
Michael
Venuto, Chief Investment Officer for Toroso, has been a portfolio manager of the
Fund since its inception in 2022.
Charles A.
Ragauss, CFA, Portfolio Manager for Toroso, has been a portfolio manager of the
Fund since its inception in 2022.
Purchase
and Sale of Shares
The Fund
issues and redeems Shares at NAV only in large blocks known as “Creation Units,”
which only Aps (typically, broker-dealers) may purchase or redeem. The Fund
generally issues and redeems Creation Units in exchange for a portfolio of
securities (the “Deposit Securities”) and/or a designated amount of U.S.
cash.
Shares are
listed on a national securities exchange, such as the Exchange, and individual
Shares may only be bought and sold in the secondary market through brokers at
market prices, rather than NAV. Because Shares trade at market prices rather
than NAV, Shares may trade at a price greater than NAV (premium) or less than
NAV (discount).
An investor
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (the “bid” price) and the lowest price a
seller is willing to accept for Shares (the “ask” price) when buying or selling
Shares in the secondary market. This difference in bid and ask prices is often
referred to as the “bid-ask spread.”
When
available, information regarding the Fund’s NAV, market price, how often Shares
traded on the Exchange at a premium or discount, and bid-ask spreads can be
found on the Fund’s website at www.constrainedcapitaletfs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless an investment is in an
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If you
purchase Shares through a broker-dealer or other financial intermediary (such as
a bank) (an “Intermediary”), the Adviser 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.
7
THE
CONSTRAINED CAPITAL ESG ORPHANS DAILY INVERSE ETF
— FUND
SUMMARY
Constrained
Capital ESG Orphans Daily Inverse ETF
The
Constrained Capital ESG Orphans Daily Inverse ETF (the “Fund”)
seeks daily investment results, before fees and expenses, that
correspond to the inverse (or opposite) of the performance of the ESG Orphans
Index (the “Index”). The pursuit of daily inverse investment goals
means that the Fund may be riskier than alternatives that do not seek inverse
performance. The return of the Fund for periods longer than a single day will
be the result of its return for each day compounded over the period. The Fund’s
returns for periods longer than a single day will very likely differ in amount,
and possibly even direction, from -100% of the return of the Index for the same
period. As a consequence, longer holding periods and higher volatility
of the Index increase the impact of compounding on an investor’s returns. During
periods of higher Index volatility, the volatility of the Index may affect the
Fund’s return as much as, or more than, the return of the Index. Further, the
return for investors that invest for periods longer or shorter than a trading
day should not be expected to be -100% of the performance of the Index for that
same period of time.
The Fund
presents different risks than other types of funds. The Fund is not suitable for
all investors. The Fund is designed to be utilized only by knowledgeable
investors who understand the potential consequences of seeking daily
inverse (-1X) investment results, understand the risks associated
with the use of shorting, and are willing to monitor their portfolios
frequently. The Fund is designed as a short-term trading vehicle
for investors who intend to actively monitor and manage their
portfolios. The Fund is not intended to be used by,
and is not appropriate for, investors who do not intend to actively monitor and
manage their portfolios. For periods longer than a single day, the Fund will
lose money if the Index’s performance is flat, and it is possible that the Fund
will lose money even if the Index’s performance decreases over a period longer
than a single day. An investor could lose the full principal value of his/her
investment within a single day.
Investment
Objective
The Fund seeks
to provide daily investment results, before fees and expenses, that correspond
to 100% of the inverse (or opposite) of the daily
performance of the Index. The Fund does not seek to achieve its stated
investment objective over a period of time greater than a single day.
Fees and
Expenses of the Fund
This table
describes the fees and expenses that you may pay if you buy, hold, and sell
shares of the Fund (“Shares”). You may pay other fees, such as brokerage
commissions and other fees to financial intermediaries, which are not reflected
in the table and Example below.
|
|
Annual
Fund Operating Expenses (expenses that you pay each year as a
percentage of the value of your investment) |
|
Management
Fee |
0.95%
|
Distribution
and Service (12b-1) Fees |
None
|
Other
Expenses (1) |
0.00%
|
Acquired
Fund Fees and Expenses (1)
|
0.00%
|
Total
Annual Fund Operating Expenses |
0.95%
|
|
|
(1)
|
Based
on estimated amounts for the current fiscal year. Based
on estimated amounts for the current fiscal year.
|
8
Expense
Example
This Example
is intended to help you compare the cost of investing in the Fund with the cost
of investing in other funds. The Example assumes that you invest $10,000 in the
Fund for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on
your purchases and sales of Shares.
Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
Portfolio
Turnover
The Fund pays
transaction costs, such as commissions, when it buys and sells securities (or
“turns over” its portfolio). A higher portfolio turnover rate may indicate
higher transaction costs and may result in higher taxes when Shares are held in
a taxable account. These costs, which are not reflected in total annual fund
operating expenses or in the expense example above, affect the Fund’s
performance. Because the Fund is newly organized, portfolio turnover information
is not yet available.
Principal
Investment Strategies
The Fund is an
actively-managed exchange-traded fund (“ETF”) that seeks to achieve its
investment objective, under normal circumstances, by investing in swap
agreements and short positions that provide inverse (opposite) or short exposure
to the Index equal to at least 80% of the Fund’s net assets (plus borrowing for
investment purposes). Simply stated, when the Index goes up, the Fund is
designed to lose value. Similarly, when the Index goes down, the Fund is
designed to increase in value. The Index is owned by Constrained Capital
LLC, the sponsor of the Fund (“Constrained Capital” or “Sponsor”). The Index is
calculated, administered, and published by Solactive AG (“Solactive”), which is
the Index’s administrator (the “Index Administrator”). The Index Administrator
independently prices the Index on a continuous basis during equity market
hours.
The Index
includes free-float market capitalization weighted companies and is comprised of
U.S.-listed stocks and American Depositary Receipts (“ADRs”) of companies whose
primary business is in a sector or sub-sector (each, an “Orphaned Sector”) that
is commonly “orphaned”, discarded, or excluded by Environmental, Social, and
Governance (“ESG”)-centric mutual funds and exchange-traded funds (“ETFs”)
registered under the Investment Company Act of 1940, as amended (the “1940
Act”). The universe of potential Index constituents begins with the securities
included in the Solactive GBS Global Markets Investable Universe USD Index that
are listed on the New York Stock Exchange or the NASDAQ Stock Market LLC
(“NASDAQ”), or that have an ADR that trades on the New York Stock Exchange or
NASDAQ. Eligible Index constituents are then sorted by market capitalization
from largest to smallest. The list of potential Index constituents is narrowed
to include only those U.S.-listed equity securities that are classified in an
Orphaned Sector under the FactSet Standard Industry Classification
System.
The Index
methodology currently considers the following as Orphaned Sectors: fossil fuel
energy, nuclear power, tobacco, weapons/firearms, alcohol and gambling. Each
Orphaned Sector and the corresponding FactSet Industries are set forth in the
table below:
Orphaned
Sector |
FactSet
Industry |
Fossil
Fuel Energy |
Integrated
Oil, Oil & Gas Production, Oil Refining/Marketing, Coal
|
Nuclear
Power |
Electric
Utilities |
Tobacco
|
Tobacco
|
Weapons
/ Firearms |
Aerospace
& Defense* |
Alcohol
|
Beverages:
Alcoholic |
Gambling
|
Casinos/Gaming
|
*
|
A
company that is classified as part of the Aerospace & Defense industry
by FactSet is eligible for inclusion in the Index only if the company
description also includes one of the following key words: weapon(s),
military, missile(s), firearm(s), or national security.
|
9
The list of
potential Index constituents is further narrowed to include only the 12 largest
companies by market capitalization for each Orphaned Sector. From that list, the
50 largest companies by free float market capitalization are selected for
inclusion in the Index provided that the maximum exposure to any one Orphaned
Sector in the Index is capped at 25%. As of May 10, 2022, the Index consists of
50 companies. Individual companies within the Index will constitute no more than
10% of the total index. The Index methodology will also limit individual company
positions so that, in the aggregate, the individual companies that would
constitute more than 5% of the Index constitute no more than 50% of the
total Index at each rebalance (e.g., changes may be made to both the Index
constituents and their weights based on the Index methodology) and reweighting
(e.g., Index constituents are unchanged but their weights may change). The Index
is rebalanced annually in May and reweighted each November. Additional
information about the Index’s construction is shown below under the heading
“Additional Information about the Index.”
The Fund will
enter into swap agreements with major global financial institutions for a
specified period ranging from a day to more than one year whereby the Fund and
the global financial institution will agree to exchange the return (or
differentials in rates of return) earned or realized on the Index. The gross
return to be exchanged or “swapped” between the parties is calculated with
respect to a “notional amount,” e.g., the return on or change in value of a
particular dollar amount invested in a “basket” of securities representing the
Index.
The Fund may
gain inverse exposure by investing in a combination of financial instruments,
such as swaps that provide short exposure to the Index, to a representative
sample of the securities in the Index that has aggregate characteristics similar
to those of the Index, or to an ETF that tracks the same Index or a
substantially similar index. The Fund may also gain inverse exposure by shorting
securities included in the Index, or shorting an ETF with substantially similar
characteristics as the securities that comprise the Index. The Fund invests in
derivatives as a substitute for directly shorting securities in order to gain
inverse exposure to the Index or its components. When the Fund shorts
securities, including the securities of another investment company, it borrows
shares of that security or investment company, which it then sells. The Fund
closes out a short sale by purchasing the security that it has sold short and
returning that security to the entity that lent the security.
Additionally,
the Fund will invest its remaining assets in: (1) U.S. Government securities,
such as bills, notes and bonds issued by the U.S. Treasury; (2) money market
funds; and/or (3) corporate debt securities, such as commercial paper and other
short-term unsecured promissory notes issued by businesses that are rated
investment grade or of comparable quality.
The Fund seeks
to remain fully invested at all times consistent with its stated inverse
investment objective, but may not always have inverse exposure to all of the
securities in the Index, or its weighting of inverse exposure to securities or
industries may be different from that of the Index. In addition, the Fund may
have inverse exposure to securities, ETFs or financial instruments not included
in the Index. The Fund will attempt to achieve its investment objective without
regard to overall market movement or the increase or decrease of the value of
the securities in the Index. At the close of the markets each trading day,
Toroso Investments, LLC (the “Adviser”), the Fund’s investment adviser,
positions the Fund’s portfolio so that its exposure to the Index is consistent
with the Fund’s inverse investment objective. For example, if the Index has
fallen on a given day, net assets of the Fund should rise, meaning that the
Fund’s exposure will need to be increased. Conversely, if the Index has risen on
a given day, net assets of the Fund should fall, meaning the Fund’s exposure
will need to be reduced and that a shareholder should
10
lose money, a
result that is the opposite of traditional index tracking ETFs. This
re-positioning strategy may result in high portfolio turnover.
To the extent
the Index concentrates (i.e., holds more than 25% of its total assets) in the
securities of a particular industry or group of related industries, the Fund
will concentrate its investments to approximately the same extent as the
Index.
The Fund is
deemed to be non-diversified under the Investment Company Act of 1940, as
amended (the “1940 Act”), which means that it may invest a greater percentage of
its assets in the securities of a single issuer or a smaller number of issuers
than if it was a diversified fund.
The terms
“daily,” “day,” and “trading day,” refer to the period from the close of the
markets on one trading day to the close of the markets on the next trading
day.
Because of
daily rebalancing and the compounding of each day’s return over time, the return
of the Fund for periods longer than a single day will be the result of each
day’s returns compounded over the period, which will very likely differ from
-100% of the return of the Index over the same period. The Fund will lose money
if the Index performance is flat over time, and as a result of daily
rebalancing, the Index’s volatility and the effects of compounding, it is even
possible that the Fund will lose money over time while the
Index’s performance decreases over a period longer than a
single day.
Principal
Investment Risks
The principal
risks of investing in the Fund are summarized below. As with any investment,
there is a risk that you could lose all or a portion of your principal
investment in the Fund. Some or all of these risks may adversely affect the
Fund’s net asset value per share (“NAV”), trading price, yield, total return
and/or ability to meet its objective. For more information about the risks of
investing in the Fund, see the section in the Fund’s Prospectus titled
“Additional Information About the Funds — Principal Risks of Investing in Each
Fund.”
Each risk
summarized below is considered a “principal risk” of investing in the Fund,
regardless of the order in which they appear.
Compounding
and Market Volatility Risk. The Fund has a daily inverse
investment objective and the Fund’s performance for periods greater than a
trading day will be the result of each day’s returns compounded over the period,
which is very likely to differ from -100% of the Index’s performance, before
fees and expenses. Compounding affects all investments, but has a more
significant impact on funds that are inverse and that rebalance daily. For an
inverse fund, if adverse daily performance of the reference asset reduces the
amount of a shareholder’s investment, any further adverse daily performance will
lead to a smaller dollar loss because the shareholder’s investment had already
been reduced by the prior adverse performance. Equally, however, if favorable
daily performance of the reference assets increases the amount of a shareholder’s
investment, the dollar amount lost due to future adverse performance will
increase because the shareholder’s investment has increased.
The effect of
compounding becomes more pronounced as the Index’s volatility and the holding
period increase. The impact of compounding will impact each shareholder
differently depending on the period of time an investment in the Fund is held
and the volatility of the Index during the shareholder’s holding period of an
investment in the Fund.
The chart
below provides examples of how the Index’s volatility could affect the Fund’s
performance. Fund performance for periods greater than one single day can be
estimated given any set of assumptions for the following factors: a) Index
volatility; b) Index performance; c) period of time; d) financing rates
associated with inverse exposure; e) other Fund expenses; and f) dividends or
interest paid with respect to the securities in the Index. The chart below
illustrates the impact of two principal factors — Index volatility and Index
performance — on Fund performance. The chart shows estimated Fund returns for a
number
11
of
combinations of the Index’s volatility and the Index’s performance over a
one-year period. Performance shown in the chart assumes that: (i) no dividends
were paid with respect to the portfolio securities included in the Index; (ii)
there were no Fund expenses; and (iii) borrowing/lending rates (to obtain
inverse exposure) of 0%. If Fund expenses and/or actual borrowing/lending rates
were reflected, the estimated returns would be different than those
shown. Particularly
during periods of higher Index volatility, compounding will cause results for
periods longer than a trading day to vary from -100% of the performance of the
Index.
As
shown in the chart below, the Fund would be expected to lose -6.1% if the Index
provided no return over a one year period during which the Index experienced
annualized volatility of 25%. If the Index annualized volatility were to rise to
75%, the hypothetical loss for a one year period widens to approximately -43.0%.
At higher ranges of volatility, there is a chance of a significant loss of value
in the Fund. For instance, if the Index’s annualized volatility is
100%, the Fund would be expected to lose approximately -63.2% of its value, even
if the cumulative return of the Index for the year was 0%.
Areas shaded
dark gray represent those scenarios where the Fund can be expected to return
less than -100% of the performance of the Index and those shaded light gray
represent those scenarios where the Fund can be expected to return equal to or
more than -100% of the performance of the Index. The Fund’s actual returns may
be significantly better or worse than the returns shown below as a result of any
of the factors discussed above or in “Daily Inverse Correlation/Tracking Risk”
below.
Index
Performance |
One Year
Volatility Rate |
One Year Index
Return |
|
Inverse
(-100%) One
Year Index Return |
10%
|
25%
|
50%
|
75%
|
100%
|
|
|
|
|
|
|
|
|
-60%
|
|
60%
|
147.5%
|
134.9%
|
94.7%
|
42.4%
|
-8.0%
|
-50%
|
|
50%
|
98.0%
|
87.9%
|
55.8%
|
14.0%
|
-26.4%
|
-40%
|
|
40%
|
65.0%
|
56.6%
|
29.8%
|
-5.0%
|
-38.7%
|
-30%
|
|
30%
|
41.4%
|
34.2%
|
11.3%
|
-18.6%
|
-47.4%
|
-20%
|
|
20%
|
23.8%
|
17.4%
|
-2.6%
|
-28.8%
|
-54.0%
|
-10%
|
|
10%
|
10.0%
|
4.4%
|
-13.5%
|
-36.7%
|
-59.1%
|
0%
|
|
0%
|
-1.0%
|
-6.1%
|
-22.1%
|
-43.0%
|
-63.2%
|
10%
|
|
-10%
|
-10.0%
|
-14.6%
|
-29.2%
|
-48.2%
|
-66.6%
|
20%
|
|
-20%
|
-17.5%
|
-21.7%
|
-35.1%
|
-52.5%
|
-69.3%
|
30%
|
|
-30%
|
-23.8%
|
-27.7%
|
-40.1%
|
-56.2%
|
-71.7%
|
40%
|
|
-40%
|
-29.3%
|
-32.9%
|
-44.4%
|
-59.3%
|
-73.7%
|
50%
|
|
-50%
|
-34.0%
|
-37.4%
|
-48.1%
|
-62.0%
|
-75.5%
|
60%
|
|
-60%
|
-38.1%
|
-41.3%
|
-51.3%
|
-64.4%
|
-77.0%
|
The Index
commenced operations on May 10, 2022 and therefore historical index volatility
and performance are not yet available. In the future historical Index volatility
and performance will be presented in this section. Historical Index volatility
and performance are not indications of what the Index volatility and performance
will be in the future.
For
information regarding the effects of volatility and Index performance on the
long-term performance of the Fund, see “Understanding the Risks and Long-Term
Performance of Daily Objective Funds — the Impact of Compounding” in the Fund’s
statutory prospectus, and “Special Note Regarding the Correlation Risks of the
Fund” in the Fund’s Statement of Additional Information.
12
Derivatives
Risk. Derivatives are financial instruments that derive value from the
underlying reference asset or assets, such as stocks, bonds, or funds (including
ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose
risks in addition to, and greater than, those associated with directly investing
in securities or other ordinary investments, including risk related to the
market, leverage, imperfect daily correlations with underlying investments or
the Fund’s other portfolio holdings, higher price volatility, lack of
availability, counterparty risk, liquidity, valuation and legal restrictions.
The use of derivatives is a highly specialized activity that involves investment
techniques and risks different from those associated with ordinary portfolio
securities transactions. The use of derivatives may result in larger losses or
smaller gains than directly investing in securities. When the Fund uses
derivatives, there may be imperfect correlation between the value of the Index
and the derivative, which may prevent the Fund from achieving its investment
objective. Because derivatives often require only a limited initial investment,
the use of derivatives may expose the Fund to losses in excess of those amounts
initially invested.
In addition,
the Fund’s investments in derivatives are subject to the following risks:
Swap
Agreements. The use of swap transactions is a highly specialized activity,
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. Whether the Fund will be
successful in using swap agreements to achieve its investment goal depends on
the ability of the Adviser to structure swap agreements in accordance with the
Fund’s investment objective and to identify counterparties for those swap
agreements. If the Adviser is unable to enter into swap agreements that provide
inverse exposure to the Index, the Fund may not meet its investment
objective.
The swap
agreements in which the Fund invests are generally traded in the
over-the-counter market, which generally has less transparency than
exchange-traded derivatives instruments. In a standard swap transaction, two
parties agree to exchange the return (or differentials in rates of return)
earned or realized on particular predetermined reference assets or underlying
securities or instruments. The gross return to be exchanged or swapped between
the parties is calculated based on a notional amount or the return on or change
in value of a particular dollar amount invested in a basket of
securities.
If the Index
has a dramatic move that causes a material decline in the Fund’s net assets, the
terms of a swap agreement between the Fund and its counterparty may permit the
counterparty to immediately close out the swap transaction with the Fund. In
that event, the Fund may be unable to enter into another swap agreement or
invest in other derivatives to achieve exposure consistent with the Fund’s
investment objective. This may prevent the Fund from achieving its leveraged
investment objective, even if the Index later reverses all or a portion of its
movement.
Counterparty
Risk. The risk of loss to the Fund for swap transactions that are entered
into on a net basis depends on which party is obligated to pay the net amount to
the other party. If the counterparty is obligated to pay the net amount to the
Fund, the risk of loss to the Fund is loss of the entire amount that the Fund is
entitled to receive. If the Fund is obligated to pay the net amount, the Fund’s
risk of loss is generally limited to that net amount. If a swap agreement
involves the exchange of the entire principal value of a security, the entire
principal value of that security is subject to the risk that the other party to
the swap will default on its contractual delivery obligations. A counterparty
may be unwilling or unable to make timely payments to meet its contractual
obligations or may fail to return holdings that are subject to the agreement
with the counterparty. If the counterparty or its affiliate becomes insolvent,
bankrupt or defaults on its payment obligations to the Fund, the value of an
investment held by the Fund may decline. Additionally, if any collateral posted
by the counterparty for the benefit of the Fund is insufficient or there are
delays in the Fund’s ability to access such collateral, the Fund may not be able
to achieve its leveraged investment objective.
In addition,
the Fund may enter into swap agreements with a limited number of counterparties,
which may increase the Fund’s exposure to counterparty credit risk. Further,
there is a risk that no suitable counterparties will be willing to enter into,
or
13
continue to
enter into, transactions with the Fund and, as a result, the Fund may not be
able to achieve its leveraged investment objective or may decide to change its
leveraged investment objective.
Rebalancing
Risk. If for any reason the Fund is unable to rebalance all or a part
of its portfolio, or if all or a portion of the portfolio is rebalanced
incorrectly, the Fund’s investment exposure may not be consistent with its
investment objective. In these instances, the Fund may have investment exposure
to the Index that is significantly greater or significantly less than its stated
multiple. The Fund may be more exposed to leverage risk than if it had been
properly rebalanced and may not achieve its investment objective, leading to
significantly greater losses or reduced gains.
Shorting
Risk. A short position is a financial arrangement in which the short
position appreciates in value when a reference asset falls in value and
depreciates in value when the reference asset rises in value. Short positions
therefore may be riskier and more speculative than traditional
investments.
Obtaining
inverse or “short” exposure through the use of derivatives such as swap
agreements may expose the Fund to certain risks such as an increase in
volatility or decrease in the liquidity of the securities of the underlying
short position. If the Fund were to experience this volatility or decreased
liquidity, the Fund’s return may be lower, the Fund’s ability to obtain inverse
exposure through the use of derivatives may be limited or the Fund may be
required to obtain inverse exposure through alternative investment strategies
that may be less desirable or more costly to implement. If the securities
underlying the short positions are thinly traded or have a limited market due to
various factors, including regulatory action, the Fund may be unable to meet its
investment objective due to a lack of available securities or counterparties.
The Fund may not be able to issue additional Creation Units during period when
it cannot meet its investment objective due to these factors. Any income,
dividends or payments by the assets underlying the Fund’s short positions will
negatively impact the Fund.
Daily
Inverse Correlation/Tracking Risk. Investors will lose money when the
Index rises, which is a result that is the opposite from traditional index
funds. There is no guarantee that the Fund will achieve a high degree of inverse
correlation to the Index and therefore achieve its daily inverse investment
objective. The Fund’s exposure to the Index is impacted by the Index’s movement.
Because of this, it is unlikely that the Fund will be perfectly exposed to the
Index at the end of each day. The possibility of the Fund being materially over-
or under-exposed to the Index increases on days when the Index is volatile near
the close of the trading day. Market disruptions, regulatory restrictions and
high volatility will also adversely affect the Fund’s ability to adjust exposure
to the required levels. Due to the inverse nature of the Fund’s investment
strategy, the occurrence of some of these events or market conditions discussed
below may be favorable to the Fund’s returns; however, nonoccurrence of these
events below could have no effect on the Fund’s returns, or could cause the
value of the Fund’s assets to decrease.
The Fund may
have difficulty achieving its daily inverse investment objective due to fees,
expenses, transaction costs, financing costs related to the use of derivatives,
income items, valuation methodology, accounting standards and disruptions or
illiquidity in the markets for the securities or derivatives held by the Fund.
The Fund may not have investment exposure to all securities in the Index, or its
weighting of investment exposure to such stocks or industries may be different
from that of the Index. The Fund may
also have exposure to securities or financial instruments that are not included
in the Index. The Fund may also use other investment companies, such as ETFs, as
reference assets for derivative instruments, which may result in increased
tracking error. Additionally, an ETF’s performance may differ from the index it
tracks, thus resulting in additional tracking error for the Fund.
The Fund may
be subject to large movements of assets into and out of the Fund, potentially
resulting in the Fund being over- or under-exposed to the Index. The Fund may
take or refrain from taking positions to improve tax efficiency or to comply
with various regulatory restrictions, which may negatively impact the Fund’s
inverse correlation to the Index. Any of these factors
14
could decrease
correlation between the performance of the Fund and the Index and may hinder the
Fund’s ability to meet its daily inverse investment objective.
Equity
Market Risk. Common stocks are generally exposed to greater risk than other
types of securities, such as preferred stock and debt obligations, because
common stockholders generally have inferior rights to receive payment from
specific issuers. The equity securities held in the Fund’s portfolio may
experience sudden, unpredictable drops in value or long periods of decline in
value. This may occur because of factors that affect securities markets
generally or factors affecting specific issuers, industries, or sectors in which
the Fund invests.
General
Market and Geopolitical Risk. The increasing interconnectivity between
global economies and financial markets increases the likelihood that events or
conditions in one region or financial market may adversely impact issuers in a
different country, region or financial market. Securities in the Fund’s
portfolio may underperform due to inflation (or expectations for inflation),
interest rates, global demand for particular products or resources, natural
disasters, pandemics, epidemics, terrorism, regulatory events and governmental
or quasi-governmental actions. The occurrence of global events similar to those
in recent years, such as terrorist attacks around the world, natural disasters,
social and political discord or debt crises and downgrades, among others, may
result in market volatility and may have long term effects on both the U.S. and
global financial markets. It is difficult to predict when similar events
affecting the U.S. or global financial markets may occur, the effects that such
events may have and the duration of those effects.
Recent
Market Events Risk. U.S. and international markets have experienced
significant periods of volatility in recent years and months due to a number of
economic, political and global macro factors including the impact of COVID-19 as
a global pandemic, which has resulted in a public health crisis, disruptions to
business operations and supply chains, stress on the global healthcare system,
growth concerns in the U.S. and overseas, staffing shortages and the inability
to meet consumer demand, and widespread concern and uncertainty. The global
recovery from COVID-19 is proceeding at slower than expected rates due to
the emergence of variant strains and may last for an extended period of time.
Continuing uncertainties regarding interest rates, rising inflation, political
events, rising government debt in the U.S. and trade tensions also contribute to
market volatility. As a result of continuing political tensions and armed
conflicts, including the war between Ukraine and Russia, the U.S. and the
European Union imposed sanctions on certain Russian individuals and companies,
including certain financial institutions, and have limited certain exports and
imports to and from Russia. The war has contributed to recent market volatility
and may continue to do so.
New Fund
Risk. The Fund is a recently organized management investment company
with no operating history. As a result, prospective investors do not have a
track record or history on which to base their investment decisions.
Concentration
Risk. The Fund’s investments will be concentrated in an industry or
group of industries to the extent the Index is so concentrated. In such event,
the value of Shares may rise and fall more than the value of shares that invest
in securities of companies in a broader range of industries.
Cybersecurity
Risk. With the increased use of technologies such as the Internet to
conduct business, the Fund is susceptible to operational, information security,
and related risks. Cyber incidents affecting the Fund or its service providers
may cause disruptions and impact business operations, potentially resulting in
financial losses, interference with the Fund’s ability to calculate its NAV,
impediments to trading, the inability of shareholders to transact business,
violations of applicable privacy and other laws, regulatory fines, penalties,
reputational damage, reimbursement or other compensation costs, or additional
compliance costs.
15
ETF
Risks.
●
|
Authorized
Participants, Market Makers, and Liquidity Providers Concentration Risk.
The Fund has a limited number of financial institutions that that are
authorized to purchase and redeem Shares directly from the Fund (known as
“Authorized Participants” or “APs”). In addition, there may be a limited
number of market makers and/or liquidity providers in the marketplace. To
the extent either of the following events occur, Shares may trade at a
material discount to NAV and possibly face delisting: (i) APs exit the
business or otherwise become unable to process creation and/or redemption
orders and no other APs step forward to perform these services; or
(ii) market makers and/or liquidity providers exit the business or
significantly reduce their business activities and no other entities step
forward to perform their functions. |
●
|
Cash
Redemption Risk. The Fund’s investment strategy may require it to
redeem Shares for cash or to otherwise include cash as part of its
redemption proceeds. For example, the Fund may not be able to redeem
in-kind certain securities held by the Fund (e.g., derivative instruments
that cannot be broken up beyond certain minimum sizes needed for transfer
and settlement). In such a case, the Fund may be required to sell or
unwind portfolio investments to obtain the cash needed to distribute
redemption proceeds. This may cause the Fund to recognize a capital gain
that it might not have recognized if it had made a redemption in-kind. As
a result, the Fund may have less cash efficiency and pay out higher annual
capital gain distributions to shareholders than if the in-kind redemption
process was used. In addition, cash redemption costs could include
brokerage costs or taxable gains or losses, which might not have otherwise
been incurred if the redemption was fully in-kind.
|
●
|
Costs
of Buying or Selling Shares. Investors buying or selling Shares
in the secondary market will pay brokerage commissions or other charges
imposed by brokers, as determined by that broker. Brokerage commissions
are often a fixed amount and may be a significant proportional cost for
investors seeking to buy or sell relatively small amounts of
Shares. |
●
|
Shares
May Trade at Prices Other Than NAV. As with all ETFs, Shares may
be bought and sold in the secondary market at market prices. Although it
is expected that the market price of the Shares will approximate the
Fund’s NAV, there may be times when the market price of Shares is more
than the NAV intra-day (premium) or less than the NAV intra-day (discount)
due to supply and demand of the Shares or during periods of market
volatility. This risk is heightened in times of market volatility or
periods of steep market declines. |
●
|
Trading.
Although Shares are listed for trading on the NYSE Arca, Inc. (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. In
stressed market conditions, the liquidity of Shares may begin to mirror
the liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than Shares. Also, in stressed market
conditions, the market for Shares may become less liquid in response to
deteriorating liquidity in the markets for the Fund’s underlying portfolio
holdings. These adverse effects on liquidity for Shares, in turn,
could lead to wider bid/ask spreads and differences between the market
price of Shares and the underlying value of those Shares.
|
High
Portfolio Turnover Risk. The Fund may actively and frequently trade all or a
significant portion of the Fund’s holdings. A high portfolio turnover rate
increases transaction costs, which may increase the Fund’s expenses. Frequent
trading may also cause adverse tax consequences for investors in the Fund due to
an increase in short-term capital gains.
16
Index
Risk. The Index may not reflect all companies meeting the Index’s
eligibility criteria if certain characteristics of a company are not known at
the time the Index is composed or reconstituted. Additionally, the Index is new,
so investors do not have the benefit of a long track record to assess the
potential risks associated with the Index over various market periods.
Intra-Day
Investment Risk. The Fund seeks investment results from the close of
the market on a given trading day until the close of the market on the
subsequent trading day. The exact exposure of an investment in the Fund intraday
in the secondary market is a function of the difference between the value of the
Index at the market close on the first trading day and the value of the Index at
the time of purchase. If the Index loses value, the Fund’s net assets will rise
by the same amount as the Fund’s exposure. Conversely, if the Index rises, the
Fund’s net assets will decline by the same amount as the Fund’s exposure. Thus,
an investor that purchases shares intra-day may experience performance that is
greater than, or less than, the inverse of the performance of the
Index.
If there is a
significant intra-day market event and/or the securities of the Index
experiences a significant decrease, the Fund may not meet its investment
objective or rebalance its portfolio appropriately, or may experience
significant premiums or discounts, or widened bid-ask spreads. Additionally, the
Fund may close to purchases and sales of Shares prior to the close of trading on
the Exchange and incur significant losses.
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.
|
Liquidity
Risk. Some securities held by the Fund, including derivatives, may be
difficult to sell or be illiquid, particularly during times of market turmoil.
Markets for securities or financial instruments could be disrupted by a number
of events, including, but not limited to, an economic crisis, natural disasters,
epidemics/pandemics, new legislation or regulatory changes inside or outside the
United States. Illiquid securities may be difficult to value, especially in
changing or volatile markets. If the Fund is forced to sell an illiquid security
at an unfavorable time or price, the Fund may be adversely impacted. Certain
market conditions or restrictions, such as market rules related to short sales,
may prevent the Fund from limiting losses, realizing gains or achieving a high
correlation with the Index. There is no assurance that a security that is deemed
liquid when purchased will continue to be liquid.
Money
Market Instrument Risk. The Fund may use a variety of money
market instruments for cash management purposes, including money market funds,
depositary accounts and repurchase agreements. Repurchase agreements are
contracts in which a seller of securities agrees to buy the securities back at a
specified time and price. Repurchase agreements may be subject to market and
credit risk related to the collateral securing the repurchase agreement. Money
market instruments may lose money.
Non-Diversification
Risk. Because
the Fund is “non-diversified,” it may invest a greater percentage of its assets
in the securities of a single issuer or a smaller number of issuers than if it
was a diversified fund. As a result, a decline in the value of an investment in
a single issuer or a smaller number of issuers could cause the Fund’s overall
value to decline to a greater degree than if the Fund held a more diversified
portfolio.
17
Other
Investment Companies Risk. The Fund may invest directly in another
investment company by purchasing shares of the investment company. By investing
in another investment company, the Fund becomes a shareholder of that investment
company and bears its proportionate share of the fees and expenses of the other
investment company. There is also the risk that the Fund may suffer losses due
to the investment practices of the underlying fund as the Fund will be subject
to substantially the same risks as those associated with the direct ownership of
securities held by such underlying fund. The Fund may be subject to statutory
limits with respect to the amount it can invest in other ETFs, which may
adversely affect the Fund’s ability to achieve its investment objective. ETFs
may be less liquid than other investments, and thus their share values more
volatile than the values of the investments they hold. Investments in ETFs are
also subject to the “ETF Risk” described above.
Third Party
Data Risk. The composition of the Index, and consequently the Fund’s
portfolio, is heavily dependent on information and data calculated and published
by an independent third party calculation agent (“Third Party Data”). When Third
Party Data proves to be incorrect or incomplete, any decisions made in reliance
thereon may lead to the inclusion or exclusion of securities from the Index that
would have been excluded or included had the Third Party Data been correct and
complete. If the composition of the Index reflects such errors, the Fund’s
portfolio can also be expected to reflect the errors.
U.S.
Government and U.S. Agency Obligations Risk. The Fund may invest in
securities issued by the U.S. government or its agencies or instrumentalities.
U.S. Government obligations include securities issued or guaranteed as to
principal and interest by the U.S. Government, its agencies or
instrumentalities, such as the U.S. Treasury. Payment of principal and interest
on U.S. Government obligations may be backed by the full faith and credit of the
United States or may be backed solely by the issuing or guaranteeing agency or
instrumentality itself. In the latter case, the investor must look principally
to the agency or instrumentality issuing or guaranteeing the obligation for
ultimate repayment, which agency or instrumentality may be privately owned.
There can be no assurance that the U.S. Government would provide financial
support to its agencies or instrumentalities (including government-sponsored
enterprises) where it is not obligated to do so.
Underlying
Index Risk. Neither the Fund’s investment adviser nor the Index
Provider is able to guarantee the continuous availability or timeliness of the
production of the Index. The calculation and dissemination of the Index values
may be delayed if the information technology or other facilities of the Index
Provider, calculation agent, data providers and/or relevant stock exchange
malfunction for any reason. A significant delay may cause trading in shares of
the Fund to be suspended. Errors in Index data, computation and/or the
construction in accordance with its methodology may occur from time to time and
may not be identified and corrected by the Index Provider, calculation agent or
other applicable party for a period of time or at all, which may have an adverse
impact on the Fund and its shareholders.
Performance
Performance
information for the Fund is not included because the Fund has not completed a
full calendar year of operations as of the date of this
Prospectus. When such information is included, this section will
provide some indication of the risks of investing in the Fund by showing changes
in the Fund’s performance history from year to year and showing how the Fund’s
average annual total returns compare with those of the Index and a broad measure
of market performance. Although
past performance of the Fund is no guarantee of how it will perform in the
future, historical performance may give you some indication of the risks of
investing in the Fund. Updated performance information will be available
on the Fund’s website at www.constrainedcapitaletfs.com.
Management
Investment
Adviser: Toroso Investments, LLC serves as investment adviser to the
Fund.
Portfolio
Managers
18
The following
individuals are jointly and primarily responsible for the day-to-day management
of the Fund.
Michael
Venuto, Chief Investment Officer for Toroso, has been a portfolio manager of the
Fund since its inception in 2022.
Charles A.
Ragauss, CFA, Portfolio Manager for Toroso, has been a portfolio manager of the
Fund since its inception in 2022.
Purchase
and Sale of Shares
The Fund
issues and redeems Shares at NAV only in large blocks known as “Creation Units,”
which only APs (typically, broker-dealers) may purchase or redeem. The Fund
generally issues and redeems Creation Units in exchange for a portfolio of
securities (the “Deposit Securities”) and/or a designated amount of U.S.
cash.
Shares are
listed on a national securities exchange, such as the Exchange, and individual
Shares may only be bought and sold in the secondary market through brokers at
market prices, rather than NAV. Because Shares trade at market prices rather
than NAV, Shares may trade at a price greater than NAV (premium) or less than
NAV (discount).
An investor
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (the “bid” price) and the lowest price a
seller is willing to accept for Shares (the “ask” price) when buying or selling
Shares in the secondary market. This difference in bid and ask prices is often
referred to as the “bid-ask spread.”
When
available, information regarding the Fund’s NAV, market price, how often Shares
traded on the Exchange at a premium or discount, and bid-ask spreads can be
found on the Fund’s website at www.constrainedcapitaletfs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless an investment is in an
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If you
purchase Shares through a broker-dealer or other financial intermediary (such as
a bank) (an “Intermediary”), the Adviser 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
Constrained
Capital ESG Orphans ETF. The Constrained Capital ESG Orphans ETF
(the “Passive ETF”) seeks to provide investment results that,
before fees and expenses, track the ESG Orphans Index (the “Index”).
Constrained
Capital ESG Orphans Daily Inverse ETF. The Constrained Capital ESG
Orphans Daily Inverse ETF (the “Inverse ETF”) seeks investment results
that correspond to the inverse (-100%) of the performance of the Index, before
fees and expenses. If, on a given day, the Index gains 1%, the Inverse ETF is
designed to lose approximately 1% (which is equal to -100% of 1%). Conversely,
if the Index loses 1% on a given day, the Inverse ETF is designed to gain
approximately 1%. The
19
Inverse ETF
seeks inverse investment results on a daily basis — from the close of regular
trading on one trading day to the close on the next trading day — which should
not be equated with seeking an inverse investment objective for any other
period.
The Passive
ETF and the Inverse ETF are each a “Fund” and collectively referred to as the
“Funds.”
The Inverse
ETF seeks to provide a return which is an inverse (-100%) of the daily
performance of the Index. The Inverse Fund does not attempt to, and should not
be expected to, provide returns which are not the inverse (-100%) of the return
of the Index for periods other than a single day. The Inverse ETF rebalances its
portfolio on a daily basis, increasing exposure in response to that day’s gains
or reducing exposure in response to that day’s losses.
The
exposure to the Index received by an investor who purchases the Inverse ETF
intra-day will differ from the Inverse ETF’s stated daily inverse investment
objective by an amount determined by the movement of the Index from its value at
the end of the prior day. If the Index moves in a direction favorable to the
Inverse ETF between the close of the market on one trading day through the time
on the next trading day when the investor purchases Fund shares, the investor
will receive less exposure to the Index than the Inverse ETF’s stated daily
inverse investment objective. Conversely, if Index moves in a direction adverse
to the Inverse ETF, the investor will receive more exposure to the Index than
the Inverse ETF’s stated daily inverse investment objective.
As used in
this Prospectus, the terms “daily,” “day,” and “trading day,” refer to the
period from the regular close of the markets on one trading day to the regular
close of the markets on the next trading day.
The Inverse
ETF is designed as a short-term trading vehicle. The Inverse is intended to be
used by investors who intend to actively monitor and manage their
portfolios.
The Inverse
ETF is not suitable for all investors. The Inverse ETF is designed to be
utilized only by sophisticated investors, such as traders and active investors
employing dynamic strategies. Such investors are expected to monitor and manage
their portfolios frequently. The Inverse ETF is designed as
a short-term trading vehicle for investors who intend to actively monitor and
manage their portfolios. Investors in the Inverse ETF should: (a)
understand the consequences of seeking daily inverse investment results; and (b)
understand the risk of shorting. Investors in the Inverse ETF should intend to
actively monitor and manage their investments. Investors who do not understand
the Inverse ETF or do not intend to actively manage their funds and monitor
their investments should not buy the Inverse ETF.
There is no
assurance that the Funds will achieve their investment objectives and an
investment in a Fund could lose money. No single Fund is a complete investment
program.
Shares of each
Fund (“Shares”) upon commencement of operations will be listed and traded on the
NYSE Arca, Inc. (the “Exchange”), where the market prices for the
Shares may be different from the intra-day value of the Shares disseminated by
the Exchange and from their net asset value (“NAV”). Unlike conventional mutual
funds, Shares are not individually redeemable directly with a Fund. Rather, each
Fund issues and redeems Shares on a continuous basis at NAV only in large blocks
of Shares called “Creation Units.” Creation Units of the Funds are issued and
redeemed for cash. As a result, retail investors generally will not be able to
purchase or redeem Shares directly from, or with, each Fund. Most retail
investors will purchase or sell Shares in the secondary market through a
broker.
An investment
objective is fundamental if it cannot be changed without the consent of the
holders of a majority of the outstanding Shares. Each Fund’s investment
objective has not been adopted as fundamental investment policies and therefore
may be changed without the consent of a Fund’s shareholders upon approval by the
Board of Trustees (the “Board”) of Tidal ETF Trust (the “Trust”) and written
notice to shareholders.
20
Additional
Information About the Constrained Capital ESG Orphans Daily
Inverse ETF Principal Investment Strategies
The Inverse
ETF seeks the inverse (-1X) (or opposite) of the performance of the Index on a
given day. The Adviser creates net “short” positions for the Inverse ETF
by holding a combination of financial instruments, such as swaps that provide
short exposure to the Index, to a representative sample of the securities in the
Index that has aggregate characteristics similar to those of the Index, or to an
ETF that tracks the same Index or a substantially similar index. The Inverse ETF
may also gain inverse exposure by shorting securities included in the Index, or
shorting an ETF with substantially similar characteristics as the securities
that comprise the Index. The Inverse ETF invests in derivatives as a substitute
for directly shorting securities in order to gain inverse exposure to the Index
or its components. Short positions move in the opposite direction of the Index,
advancing when the Index declines and declining when the Index advances.
At the close
of the markets each trading day, the Adviser positions the Inverse ETF’s
portfolio so that its exposure to the Index is consistent with the Inverse ETF’s
daily inverse investment objective. The impact of market movements during the
day determines whether a portfolio needs to be repositioned. If the value of the
Index has risen on a given day, the Inverse ETF’s assets (i.e., net
assets plus borrowing for investment purposes, if any) should fall, meaning its
exposure will typically need to be decreased. Conversely, if the value of the
Index has fallen on a given day, the Inverse ETF’s net assets should rise,
meaning its exposure will typically need to be increased. The Adviser increases
the Inverse ETF’s exposure when its assets rise and reduces Inverse ETF’s
exposure when its assets fall.
If the Inverse
ETF is unable to obtain sufficient leveraged exposure to the Index due to the
limited availability of necessary investments or financial instruments, the
Inverse ETF could, among other things, limit or suspend creation units until the
Adviser determines that the requisite exposure to the Index is obtainable.
During the period that creation units are suspended, the Inverse ETF could trade
at a significant premium or discount to its NAV and could experience substantial
redemptions.
The Effects
of Fees and Expenses on the Return of the Inverse ETF for a Single Trading
Day.
The Inverse
ETF seeks to provide a daily return which is the inverse (or opposite) of the
daily return of the Index. To create the necessary exposure, the Inverse ETF
engages in short selling — borrowing and selling securities it does not own. The
money that the Inverse ETF receives from short sales — the short sale proceeds —
is an asset of the Inverse ETF that can generate income to help offset the
Inverse ETF’s operating expenses. However, the costs of creating short exposure,
which may require the Inverse ETF’s counterparties to borrow and sell certain
securities, may offset or outweigh such income. As the holder of a short
position, the Inverse ETF also is responsible for paying the dividends and
interest accruing on the short position, which is an expense to the Inverse ETF
that could cause the Inverse ETF to lose money on the short sale and may
adversely affect its performance. The Inverse ETF will reposition its portfolio
at the end of every trading day. Therefore, if an investor purchases Inverse ETF
shares at close of the markets on a given trading day, the investor’s exposure
to the Index would reflect 100% of the inverse performance of the Index during
the following trading day, subject to the charges and expenses noted
above.
The Inverse
ETF may have difficulty in achieving its daily inverse investment objective due
to fees, expenses, transaction costs, income items, accounting standards,
significant purchase and redemption activity by Fund shareholders and/or
disruptions or a temporary lack of liquidity in the markets for the securities
held by the Inverse ETF.
The Inverse
ETF seeks daily returns while repositioning exposure daily. Therefore, for a
period longer than one day, the pursuit of a daily investment objective will
result in daily compounding. This means that the return of the Index over a
period of time greater than one day multiplied by the Inverse ETF’s daily target
(i.e., -100%) generally will not equal the Inverse ETF’s performance over that
same period. As a consequence, investors should not plan to hold the Inverse ETF
unmonitored for periods longer than a single trading day. Further, the return
for investors that invest for periods less than a full trading day
or
21
for a period
different than a trading day will not be the product of the return of the
Inverse ETF’s daily inverse investment objective and the performance of the
Index for the full trading day. The Inverse ETF is not suitable for all
investors.
Consider the
following examples:
Amy is
considering investments in two funds, Funds A and B. Fund A is a traditional
index ETF which seeks (before fees and expenses) to match the performance of the
hypothetical index (the “Hypothetical Index”). Similar to the Inverse ETF, Fund
B is an ETF that seeks daily investment results (before fees and expenses) that
correspond to -100% of the daily performance of the Hypothetical Index (the
“Hypothetical Inverse Fund”).
On Day 1, the
Hypothetical Index’s value increases in value from 100 to 105, a gain of 5%. On
Day 2, the Hypothetical Index’s value decreases in value from 105 back to 100, a
loss of 4.76%. In the aggregate, the value of the Hypothetical Index has not
moved.
An investment
in Fund A would be expected to gain 5% on Day 1 and lose 4.76% on Day 2,
returning the investment to its original value.
A $100
investment in the Hypothetical Inverse Fund would be expected to lose 5% on Day
1 (-100% of 5%) but gain 4.76% on Day 2.
Day
|
Hypothetical
Index Performance |
Hypothetical
Inverse Fund Performance |
Value
of Hypothetical Inverse Fund Investment |
|
|
|
$100.00
|
1
|
5.00%
|
-5.00%
|
$95.00
|
2
|
-4.76%
|
4.76%
|
$99.52
|
In the case of
the Hypothetical Inverse Fund, although the percentage decrease on Day 2 is
sufficient to bring the value of the Hypothetical Index back to its starting
point, because the inverse of that percentage is applied to a lower principal
amount on Day 2, the Hypothetical Inverse Fund has a loss.
(These
calculations do not include the charges for fund fees and expenses.) As you can
see, an investment in the Hypothetical Inverse Fund has additional risks due to
the effects of compounding on the Hypothetical Inverse Fund.
An investor
who purchases shares of the Hypothetical Inverse Fund intra-day will generally
receive more, or less, than -100% exposure to the Hypothetical Index from that
point until the end of the trading day. The actual exposure will be largely a
function of the performance of the Hypothetical Index from the end of the prior
trading day. If the Hypothetical Inverse Fund shares are held for a period
longer than a single trading day, the Hypothetical Inverse Fund’s performance is
likely to deviate from -100% of the return of the Hypothetical Index’s
performance for the longer period. This deviation will increase with higher
Hypothetical Index volatility and longer holding periods.
Examples of
the Impact of Index Volatility. The Inverse ETF rebalances its portfolio on
a daily basis, increasing exposure in response to that day’s gains or reducing
exposure in response to that day’s losses. Daily rebalancing will typically
cause the Inverse ETF to lose money if the Index experiences
volatility. Volatility
rate is a statistical measure of the magnitude of fluctuations in returns over a
defined period. For periods longer than a trading day, volatility in the
performance of the Index from day to day is the primary cause of any disparity
between the Inverse ETF’s actual returns and the returns of the Index for such
period. Volatility causes such disparity because it exacerbates the effects of
compounding on the Inverse ETF’s returns.
Consider the
following three examples that demonstrate the effect of volatility on a
hypothetical fund seeking an -100% correlation with a hypothetical fund:
Example 1 —
Hypothetical Index Experiences Volatility with Trend
22
Amy invests
$10.00 in the Hypothetical Inverse Fund at the close of trading on Day 1. During
Day 2, the Hypothetical Index’s value decreases by 2%. Amy’s investment in the
Hypothetical Inverse Fund rises 2% to $10.20. Amy holds her investment through
the close of trading on Day 3, during which the Hypothetical Index’s value
decrease an additional 2.04%. The NAV of Amy’s investment in the Hypothetical
Inverse Fund rises to $10.41, a gain during Day 3 of 2.04%. For the two day
period since Amy invested in the Hypothetical Inverse Fund, the Hypothetical
Index’s value lost 4% although Amy’s investment in the Hypothetical Inverse Fund
increased by 4.1%. Because the Hypothetical Index continued to trend downwards,
Amy’s return closely correlates to -100% of the return of the Hypothetical Index
Fund for the period.
Example 2 —
Hypothetical Index Experiences Volatility with Trend Reversal
Amy invests
$10.00 in the Hypothetical Inverse Fund after the close of trading on Day 1.
During Day 2, the Hypothetical Index’s value decreases by 2%, and Amy’s
investment in the Hypothetical Inverse Fund rises by 2% to $10.20. Amy continues
to hold her investment in the Hypothetical Inverse Fund through the end of Day
3, during which the Hypothetical Index’s value increases by 4.08%. Amy’s
investment in the Hypothetical Inverse Fund declines by 4.08%, from $10.20 to
$9.78. For the two day period since Amy invested in the Hypothetical Inverse
Fund, the Hypothetical Index’s value gained 2% while Amy’s investment in the
Hypothetical Inverse Fund decreased from $10 to $9.78, a 2.20% loss. The
volatility of the Hypothetical Index and the trend reversal affected the
correlation between the Hypothetical Index’s return for the two day period and
Amy’s return. In this situation, Amy lost more than -100% the return of the
Hypothetical Index.
Example 3 —
Intra-day Investment with Volatility and Trend Reversal
The examples
above assumed that Amy purchased the Hypothetical Inverse Fund at the close of
trading on Day 1 and sold her investment at the close of trading on a subsequent
day. However, if she made an investment intra-day, she would have received a
notional exposure to the Hypothetical Index determined by the performance of the
Hypothetical Index from the end of the prior trading day until her time of
purchase on the next trading day.
Consider the
following example.
Amy invests
$10.00 in the Hypothetical Inverse Fund at 11 a.m. on Day 2. From the close of
trading on Day 1 until 11 a.m. on Day 2, the Hypothetical Index’s value
decreased by 2%. In light of that loss, the Hypothetical Inverse Fund’s notional
exposure to the Hypothetical Index at the point at which Amy invests is -96%.
From 11 a.m. when Amy purchased the Hypothetical Inverse Fund to 2 p.m. on Day
2, the Hypothetical Index’s value decreases by 8.16%, and Amy’s investment in
the Hypothetical Inverse Fund rises 7.83% (which is the Hypothetical Index gain
of 8.16% multiplied by the 96% notional exposure to the Hypothetical Index that
she received) to $10.78. Amy continues to hold her investment in the
Hypothetical Inverse Fund through the close of trading on Day 2, during which
the Hypothetical Index’s value increases by 22.22%. Amy’s investment in the
Hypothetical Inverse Fund declines by 18.2%, from $10.78 to $8.82. For the
period of Amy’s investment in the Hypothetical Inverse Fund, the Hypothetical
Index’s value increased by 12.25%, while Amy’s investment in the Hypothetical
Inverse Fund decreased from $10.00 to $8.82, an 11.8% loss. The volatility of
the Hypothetical Index affected the correlation between the Hypothetical Index’s
return for the period and Amy’s return. In this situation, Amy lost less than
-100% of the return of the Hypothetical Index. Amy’s investment was also
affected because she missed the first 2% move of the Hypothetical Index and had
a notional exposure to the Hypothetical Index of -96% for the remainder of Day
2.
The Inverse
ETF is designed to be utilized only by sophisticated investors, such as traders
and active investors employing dynamic strategies. Such investors are expected
to monitor and manage their portfolios frequently. Investors in the Inverse ETF
should: (a) understand the consequences of seeking daily investment results, (b)
understand the risks of shorting and investing in swap agreements, and (c)
intend to actively monitor and manage their investments. Investors who do not
understand the Inverse ETF or do not intend to actively manage their funds and
monitor their investments should not buy the Inverse ETF.
23
There is no
assurance that the Inverse ETF will achieve its investment objective and an
investment in the Inverse ETF could lose money. No single Fund is a complete
investment program.
Market
Volatility. The Inverse ETF seeks to provide a return which is -100% of
the daily performance of the Index. The Inverse ETF does not attempt to, and
should not be expected to, provide returns which are -100% of the return of the
Index for periods other than a single day. The Inverse ETF rebalances its
portfolio on a daily basis, increasing exposure in response to that day’s gains
or reducing exposure in response to that day’s losses.
Daily
rebalancing will impair the Inverse ETF’s performance if the Index experiences
volatility. For instance, the Inverse ETF would be expected to lose 4% (as shown
in Table 1 below) if the Index provided no return over a one year period and
experienced annualized volatility of 20%. If the Index’s annualized volatility
were to rise to 40%, the hypothetical loss for a one year period for the Inverse
Fund widens to approximately 18%.
Table
1
Index
Volatility Range |
Inverse
ETF Loss |
10%
|
-1%
|
20%
|
-4%
|
30%
|
-11%
|
40%
|
-18%
|
50%
|
-22%
|
60%
|
-32%
|
70%
|
-39%
|
80%
|
-47%
|
90%
|
-54%
|
100%
|
-63%
|
Note that
at higher volatility levels, there is a chance of a significant loss of Inverse
ETF assets even if the value of the Index is flat. For instance, if
annualized volatility of the Index were 100%, the Inverse ETF would be expected
to lose more than 60% of its value, even if the Index returned 0% for the year.
Volatility rate is a statistical measure of the magnitude of fluctuations in
returns.
Table 2 shows
the annualized historical volatility rate for the Index.
Since market
volatility has negative implications for the Inverse ETF which rebalances daily,
investors should be sure to monitor and manage their investments in the Inverse
ETF particularly in volatile markets. The negative implications of volatility in
Table 1 can be combined with the recent volatility ranges in Table 2 to give
investors some sense of the risks of holding the Inverse ETF for longer periods
over the period since inception of the Index. Historical volatility and
performance for the Index are not likely indicative of future volatility and
performance. The Index commenced operations on May 10, 2022 and therefore
historical index volatility and performance are not yet available. In the
future historical Index volatility will be presented in this section. Historical
Index volatility are not indications of what the Index volatility and
performance will be in the future.
Table 2 —
Historic Volatility of the Index
|
Historical
Volatility Rate |
ESG
Orphans Index
(Commenced
operations May 10, 2022) |
N/A
|
24
The
Projected Returns of the Inverse ETF for Intra-Day Purchases. Because the
Inverse ETF rebalances its portfolio once daily, an investor who purchases
shares during a day will likely have more, or less, than -100% investment
exposure to the Index. The exposure to the Index received by an investor who
purchases the Inverse ETF intra-day will differ from the Inverse ETF’s stated
daily investment objective (i.e., -100%) by an amount determined by the movement
of the Index from its value at the end of the prior day. If the Index moves in a
direction favorable to the Inverse ETF between the close of the market on one
trading day through the time on the next trading day when the investor purchases
Inverse ETF shares, the investor will receive less inverse exposure to the Index
than the stated fund daily investment objective (i.e., -100%).
Conversely, if
the Index moves in a direction adverse to the Inverse ETF, the investor will
receive more inverse exposure to the Index than the stated fund daily inverse
investment objective (i.e., -100%).
Table 3 below
indicates the hypothetical exposure to the Hypothetical Index that an intra-day
purchase of the Hypothetical Inverse Fund would be expected to provide based
upon the movement in the value of the Hypothetical Index from the close of the
market on the prior trading day. Such exposure holds until a subsequent sale on
that same trading day or until the close of the market on that trading day. For
instance, if the Hypothetical Index has moved 2% in a direction favorable to the
Hypothetical Inverse Fund, the investor would receive inverse exposure to the
performance of the Hypothetical Index from that point until the investor sells
later that day or the end of the day equal to approximately 96% of the
investor’s investment.
Conversely, if
the Hypothetical Index has moved 2% in a direction unfavorable to the
Hypothetical Inverse Fund, an investor at that point would receive inverse
exposure to the performance of the Hypothetical Index from that point until the
investor sells later that day or the end of the day equal to approximately -104%
of the investor’s investment.
The table
below includes a range of Hypothetical Index moves from 5% to — 5% and the
corresponding exposure for the Hypothetical Inverse Fund. Movement of the
Hypothetical Index Fund beyond the range noted below will result in exposure
further from the Hypothetical Inverse Fund’s daily investment objective.
Table
3
Hypothetical
Index Move |
Resulting
Exposure for the Hypothetical Inverse Fund |
-5%
|
-90%
|
-4%
|
-92%
|
-3%
|
-94%
|
-2%
|
-96%
|
-1%
|
-98%
|
0%
|
-100%
|
1%
|
-102%
|
2%
|
-104%
|
3%
|
-106%
|
4%
|
-108%
|
5%
|
-110%
|
The
Projected Returns of the Inverse ETF for Periods Other Than a Single Trading
Day. The Inverse ETF seeks investment results on a daily basis — from the
close of regular trading on one trading day to the close on the next trading day
— which should not be equated with seeking an investment objective for any other
period. For instance, if the Index gains 10% for a week, the Inverse ETF should
not be expected to provide a return of -10% for the week even if it meets its
daily investment objective throughout the week. This is true because of the
financing charges noted above but also because the pursuit of daily investment
objectives may result in daily compounding, which means that the return of the
Index over a period of time greater than one day multiplied by the Inverse ETF’s
daily inverse investment objective (-100%) will not generally equal the
Inverse
25
ETF’s
performance over that same period. In addition, the effects of compounding
become greater the longer Shares are held beyond a single trading day.
The following
tables set out a range of hypothetical daily performances during a given 10
trading days of the Hypothetical Inverse Fund compared to the Hypothetical Index
and demonstrate how changes in the Hypothetical Index’s hypothetical performance
would compare to the performance of the Hypothetical Inverse Fund for a trading
day and cumulatively up to, and including, the entire 10 trading day period. The
charts are based on a hypothetical $100 investment in the hypothetical funds
over a 10 trading day period and do not reflect fees or expenses of any
kind.
Table
4 — The Hypothetical Index Lacks a Clear Trend
Hypothetical
Index |
Hypothetical
Inverse Fund |
|
Value
|
Daily
Performance |
Cumulative
Performance |
NAV
|
Daily
Performance |
Cumulative
Performance |
|
100.00
|
|
|
$100.00
|
|
|
Day
1 |
105.00
|
5.00%
|
5.00%
|
$
95.0 |
-5.00%
|
-5.00%
|
Day
2 |
110.00
|
4.76%
|
10.00%
|
$
90.4 |
-4.76%
|
-9.53%
|
Day
3 |
100.00
|
-9.09%
|
0.00%
|
$
98.6 |
9.09%
|
-1.31%
|
Day
4 |
90.00
|
-10.00%
|
-10.00%
|
$108.55
|
10.00%
|
8.55%
|
Day
5 |
85.00
|
-5.56%
|
-15.00%
|
$114.58
|
5.56%
|
14.58%
|
Day
6 |
100.00
|
17.65%
|
0.00%
|
$
94.3 |
-17.65%
|
-5.65%
|
Day
7 |
95.00
|
-5.00%
|
-5.00%
|
$
99.0 |
5.00%
|
-0.94%
|
Day
8 |
100.00
|
5.26%
|
0.00%
|
$
93.8 |
-5.26%
|
-6.16%
|
Day
9 |
105.00
|
5.00%
|
5.00%
|
$
89.1 |
-5.00%
|
-10.86%
|
Day
10 |
100.00
|
-4.76%
|
0.00%
|
$
93.3 |
4.76%
|
-6.62%
|
The cumulative
performance of the Hypothetical Index in Table 4 is 0% for 10 trading days. The
return of the Hypothetical Inverse Fund for the 10 trading day period is -6.62%.
The volatility of the Hypothetical Index’s performance and lack of a clear trend
results in performance for the Hypothetical Inverse Fund for the period which
bears little relationship to the performance of the Hypothetical Index for the
10 trading day period.
Table
5 — The Hypothetical Index Rises in a Clear Trend
Hypothetical
Index |
Hypothetical
Inverse Fund |
|
Value
|
Daily
Performance |
Cumulative
Performance |
NAV
|
Daily
Performance |
Cumulative
Performance |
|
100.00
|
|
|
$100.00
|
|
|
Day
1 |
102.00
|
2.00%
|
2.00%
|
$
98.0 |
-2.00%
|
-2.00%
|
Day
2 |
104.00
|
1.96%
|
4.00%
|
$
96.0 |
-1.96%
|
-3.93%
|
Day
3 |
106.00
|
1.92%
|
6.00%
|
$
94.2 |
-1.92%
|
-5.78%
|
Day
4 |
108.00
|
1.89%
|
8.00%
|
$
92.4 |
-1.89%
|
-7.57%
|
Day
5 |
110.00
|
1.85%
|
10.00%
|
$
90.7 |
-1.85%
|
-9.28%
|
Day
6 |
112.00
|
1.82%
|
12.00%
|
$
89.0 |
-1.82%
|
-10.94%
|
Day
7 |
114.00
|
1.79%
|
14.00%
|
$
87.4 |
-1.79%
|
-12.54%
|
Day
8 |
116.00
|
1.75%
|
16.00%
|
$
85.9 |
-1.75%
|
-14.08%
|
Day
9 |
118.00
|
1.72%
|
18.00%
|
$
84.4 |
-1.72%
|
-15.56%
|
Day
10 |
120.00
|
1.69%
|
20.00%
|
$
83.0 |
-1.69%
|
-16.91%
|
The cumulative
performance of the Hypothetical Index in Table 5 is 20% for 10 trading days. The
return of the Hypothetical Inverse Fund for the 10 trading day period is
-16.91%. In this case, because of the positive Hypothetical Index trend, the
Hypothetical Inverse Fund’s decline is less than -100% of the Hypothetical Index
gain for the 10 trading day period.
26
Table
6 — The Hypothetical Index Declines in a Clear Trend
Hypothetical
Index |
Hypothetical
Inverse Fund |
|
Value
|
Daily
Performance |
Cumulative
Performance |
NAV
|
Daily
Performance |
Cumulative
Performance |
|
100.00
|
|
|
$100.00
|
|
|
Day
1 |
98.00
|
-2.00%
|
-2.00%
|
$102.00
|
2.00%
|
2.00%
|
Day
2 |
96.00
|
-2.04%
|
-4.00%
|
$104.08
|
2.04%
|
4.08%
|
Day
3 |
94.00
|
-2.08%
|
-6.00%
|
$106.24
|
2.08%
|
6.24%
|
Day
4 |
92.00
|
-2.13%
|
-8.00%
|
$108.50
|
2.13%
|
8.50%
|
Day
5 |
90.00
|
-2.17%
|
-10.00%
|
$110.85
|
2.17%
|
10.85%
|
Day
6 |
88.00
|
-2.22%
|
-12.00%
|
$113.31
|
2.22%
|
13.31%
|
Day
7 |
86.00
|
-2.27%
|
-14.00%
|
$115.88
|
2.27%
|
15.88%
|
Day
8 |
84.00
|
-2.33%
|
-16.00%
|
$118.58
|
2.33%
|
18.58%
|
Day
9 |
82.00
|
-2.38%
|
-18.00%
|
$121.40
|
2.38%
|
21.40%
|
Day
10 |
80.00
|
-2.44%
|
-20.00%
|
$124.36
|
2.44%
|
24.36%
|
The cumulative
performance of the Hypothetical Index in Table 6 is -20% for 10 trading days.
The return of the Hypothetical Inverse Fund for the 10 trading day period is
24.36%. In this case, because of the negative Hypothetical Index trend, the
Hypothetical Inverse Fund’s gain is greater than 100% of the Hypothetical Index
decline for the 10 trading day period.
Additional
Information about the Index
Solactive, the
Index Administrator, uses the following methodology when constructing the
Index.
1)
|
The
universe of potential Index constituents begins with the securities
included in the Solactive GBS Global Markets Investable Universe USD Index
that are listed on the New York Stock Exchange or NASDAQ, or that have an
ADR that trades on the New York Stock Exchange or NASDAQ.
|
2)
|
A
company is classified as “orphaned” if it falls within one of the
following six Orphaned Sectors based on the FactSet Standard Industry
Classification System. |
Orphaned
Sector |
FactSet Industry:
|
Fossil
Fuel Energy |
Integrated
Oil, Oil & Gas Production, Oil Refining/Marketing, Coal
|
Nuclear
Power |
Electric
Utilities |
Tobacco
|
Tobacco
|
Weapons
/ Firearms |
Aerospace
& Defense* |
Alcohol
|
Beverages:
Alcoholic |
Gambling
|
Casinos/Gaming
|
*
A company that is classified as part of the Aerospace & Defense industry is
eligible for inclusion in the Index only if the company description also
includes one of the following key words: weapon(s), military, missile(s),
firearm(s), or national security.
3)
|
All
eligible securities are ranked based on their free float market
capitalization in a descending order.
|
4)
|
The top
50 highest-ranked securities are selected until the number of index
components within an Index Category has reached the maximum number of 12
index components per Index Category. Then, the next-highest ranked
securities are selected to reach 50 Index components.
|
27
In case less
than 50 securities are eligible, all eligible securities are selected, and the
Index will consist of less than 50 index constituents. In addition, the Index
includes a cap of 10% in any one security and 25% in any one sector.
Manager of
Managers Structure
Although the
Funds are not currently sub-advised, the Funds and the Adviser have received
exemptive relief from the SEC permitting the Adviser (subject to certain
conditions and the approval of the Board) to change or select new unaffiliated
sub-advisers without obtaining shareholder approval. The relief also permits the
Adviser to materially amend the terms of agreements with an unaffiliated
sub-adviser (including an increase in the fee paid by the Adviser to the
unaffiliated sub-adviser (and not paid by the Funds)) or to continue the
employment of an unaffiliated sub-adviser after an event that would otherwise
cause the automatic termination of services with Board approval, but without
shareholder approval. Shareholders will be notified of any unaffiliated
sub-adviser changes. The Adviser has the ultimate responsibility, subject to
oversight by the Board, to oversee a sub-adviser and recommend their hiring,
termination and replacement.
Investments
by Registered Investment Companies
Section
12(d)(1) of the 1940 Act restricts investments by investment companies in the
securities of other investment companies, including the Index. However,
registered investment companies are permitted to invest in other investment
companies beyond the limits set forth in Section 12(d)(1) in recently adopted
rules under the 1940 Act, subject to certain conditions. Each Fund may rely on
Rule 12d1-4 of the 1940 Act, which provides an exemption from Section 12(d)(1)
that allows the Funds to invest beyond the limits set forth in Section 12(d)(1)
if the Fund satisfies certain conditions specified in the Rule, including, among
other conditions, that the Fund and its advisory group will not control
(individually or in the aggregate) an acquired fund (e.g., hold more than 25% of
the outstanding voting securities of an acquired fund that is a registered
open-end management investment company).
Principal
Risks of Investing in each Fund
There can be
no assurance that a Fund will achieve its investment objective. The following
information is in addition to, and should be read along with, the description of
each Fund’s principal investment risks in the section titled “Fund Summary—
Principal Investment Risks” above. The principal risks are presented in
alphabetical order to facilitate finding particular risks and comparing them
with those of other funds. Each risk summarized below is considered a “principal
risk” of investing in the Funds, regardless of the order in which it appears.
Each risk summarized below is applicable to both Funds unless otherwise
indicated.
Compounding
and Market Volatility Risk (Inverse ETF). The Fund
has a daily inverse investment objective and the Fund’s performance for periods
greater than a trading day will be the result of each day’s returns compounded
over the period, which is very likely to differ from -100% of the Index’s
performance, before fees and expenses. Compounding affects all investments, but
has a more significant impact on funds that are inverse and that rebalance
daily. For an inverse fund, if adverse daily performance of the reference asset
reduces the amount of a shareholder’s investment, any further adverse daily
performance will lead to a smaller dollar loss because the shareholder’s
investment had already been reduced by the prior adverse performance. Equally,
however, if favorable daily performance of the reference assets increases the
amount of a shareholder’s
investment, the dollar amount lost due to future adverse performance will
increase because the shareholder’s investment has increased.
The effect of
compounding becomes more pronounced as the Index’s volatility and the holding
period increase. The impact of compounding will impact each shareholder
differently depending on the period of time an investment in the Fund is held
and the volatility of the Index during shareholder’s holding period of an
investment in the Fund.
28
The chart
below provides examples of how the Index’s volatility could affect the Fund’s
performance. Fund performance for periods greater than one single day can be
estimated given any set of assumptions for the following factors: a) Index
volatility; b) Index performance; c) period of time; d) financing rates
associated with inverse exposure; e) other Fund expenses; and f) dividends or
interest paid with respect to the securities in the Index. The chart below
illustrates the impact of two principal factors — Index volatility and Index
performance — on Fund performance. The chart shows estimated Fund returns for a
number of combinations of the Index’s volatility and the Index’s performance
over a one-year period. Performance shown in the chart assumes that: (i) no
dividends were paid with respect to the portfolio securities included in the
Index; (ii) there were no Fund expenses; and (iii) borrowing/lending rates (to
obtain inverse exposure) of 0%. If Fund expenses and/or actual borrowing/lending
rates were reflected, the estimated returns would be different than those
shown. Particularly
during periods of higher Index volatility, compounding will cause results for
periods longer than a trading day to vary from -100% of the performance of the
Index.
As shown in
the chart below, the Fund would be expected to lose -6.1% if the Index provided
no return over a one year period during which the Index experienced annualized
volatility of 25%. If the Index annualized volatility were to rise to 75%, the
hypothetical loss for a one year period widens to approximately -43.0%. At
higher ranges of volatility, there is a chance of a significant loss of value in
the Fund. For instance, if the Index’s annualized volatility is 100%, the
Fund would be expected to lose approximately -63.2% of its value, even if the
cumulative return of the Index for the year was 0%.
Areas shaded
dark gray represent those scenarios where the Fund can be expected to return
less than -100% of the performance of the Index and those shaded light gray
represent those scenarios where the Fund can be expected to return more than
-100% of the performance of the Index. The Fund’s actual returns may be
significantly better or worse than the returns shown below as a result of any of
the factors discussed above or in “Daily Inverse Correlation/Tracking Risk”
below.
|
|
|
|
|
|
|
|
Index
Performance |
One Year
Volatility Rate |
One Year Index
Return |
|
Inverse
(-100%) One
Year Index Return |
10%
|
25%
|
50%
|
75%
|
100%
|
|
|
|
|
|
|
|
|
-60%
|
|
60%
|
147.5%
|
134.9%
|
94.7%
|
42.4%
|
-8.0%
|
-50%
|
|
50%
|
98.0%
|
87.9%
|
55.8%
|
14.0%
|
-26.4%
|
-40%
|
|
40%
|
65.0%
|
56.6%
|
29.8%
|
-5.0%
|
-38.7%
|
-30%
|
|
30%
|
41.4%
|
34.2%
|
11.3%
|
-18.6%
|
-47.4%
|
-20%
|
|
20%
|
23.8%
|
17.4%
|
-2.6%
|
-28.8%
|
-54.0%
|
-10%
|
|
10.0%
|
10.0%
|
4.4%
|
-13.5%
|
-36.7%
|
-59.1%
|
0%
|
|
0%
|
-1.0%
|
-6.1%
|
-22.1%
|
-43.0%
|
-63.2%
|
10%
|
|
-10%
|
-10.0%
|
-14.6%
|
-29.2%
|
-48.2%
|
-66.6%
|
20%
|
|
-20%
|
-17.5%
|
-21.7%
|
-35.1%
|
-52.5%
|
-69.3%
|
30%
|
|
-30%
|
-23.8%
|
-27.7%
|
-40.1%
|
-56.2%
|
-71.7%
|
40%
|
|
-40%
|
-29.3%
|
-32.9%
|
-44.4%
|
-59.3%
|
-73.7%
|
50%
|
|
-50%
|
-34.0%
|
-37.4%
|
-48.1%
|
-62.0%
|
-75.5%
|
60%
|
|
-60%
|
-38.1%
|
-41.3%
|
-51.3%
|
-64.4%
|
-77.0%
|
The Index
commenced operations on May 10, 2022 and therefore historical index volatility
and performance are not yet available. In the future historical Index volatility
and performance will be presented in this section.
29
Historical
Index volatility and performance are not indications of what the Index
volatility and performance will be in the future.
For
information regarding the effects of volatility and Index performance on the
long-term performance of the Fund, see “Understanding the Risks and Long-Term
Performance of Daily Objective Funds — the Impact of Compounding” in the Fund’s
statutory prospectus, and “Special Note Regarding the Correlation Risks of the
Fund” in the Fund’s Statement of Additional Information.
Concentration
Risk. Each Fund’s investments will be concentrated in an industry or group
of industries to the extent the Fund’s Index is so concentrated. In such event,
the value of Shares may rise and fall more than the value of shares that invest
in securities of companies in a broader range of
industries.
Counterparty
Risk (Inverse ETF). The risk of loss to the Fund for swap
transactions that are entered into on a net basis depends on which party is
obligated to pay the net amount to the other party. If the counterparty is
obligated to pay the net amount to the Fund, the risk of loss to the Fund is
loss of the entire amount that the Fund is entitled to receive. If the Fund is
obligated to pay the net amount, the Fund’s risk of loss is generally limited to
that net amount. If a swap agreement involves the exchange of the entire
principal value of a security, the entire principal value of that security is
subject to the risk that the other party to the swap will default on its
contractual delivery obligations. A counterparty may be unwilling or unable to
make timely payments to meet its contractual obligations or may fail to return
holdings that are subject to the agreement with the counterparty. If the
counterparty or its affiliate becomes insolvent, bankrupt or defaults on its
payment obligations to the Fund, the value of an investment held by the Fund may
decline. Additionally, if any collateral posted by the counterparty for the
benefit of the Fund is insufficient or there are delays in the Fund’s ability to
access such collateral, the Fund may not be able to achieve its leveraged
investment objective.
In addition,
the Fund may enter into swap agreements with a limited number of counterparties,
which may increase the Fund’s exposure to counterparty credit risk. Further,
there is a risk that no suitable counterparties will be willing to enter into,
or continue to enter into, transactions with the Fund and, as a result, the Fund
may not be able to achieve its leveraged investment objective or may decide to
change its leveraged investment objective.
Cybersecurity
Risk. With the increased use of technologies such as the Internet to conduct
business, each Fund is susceptible to operational, information security, and
related risks. In general, cyber incidents can result from deliberate attacks or
unintentional events. Cyber attacks include, but are not limited to, gaining
unauthorized access to digital systems (e.g., through “hacking” or malicious
software coding) for purposes of misappropriating assets or sensitive
information, corrupting data, or causing operational disruption. Cyber attacks
may also be carried out in a manner that does not require gaining unauthorized
access, such as causing denial-of-service attacks on websites (i.e., efforts to
make network services unavailable to intended users). Cyber incidents affecting
each Fund or its service providers have the ability to cause disruptions and
impact business operations, potentially resulting in financial losses,
interference with each Fund’s ability to calculate its NAV, impediments to
trading, the inability of shareholders to transact business, violations of
applicable privacy and other laws, regulatory fines, penalties, reputational
damage, reimbursement or other compensation costs, or additional compliance
costs. Similar adverse consequences could result from cyber incidents affecting
issuers of securities in which each Fund invests, counterparties with which each
Fund engages in transactions, governmental and other regulatory authorities,
exchange and other financial market operators, banks, brokers, dealers,
insurance companies and other financial institutions (including financial
intermediaries and service providers for shareholders) and other parties. In
addition, substantial costs may be incurred in order to prevent any cyber
incidents in the future. While each Fund’s service providers have established
business continuity plans in the event of, and risk management systems to
prevent, such cyber incidents, there are inherent limitations in such plans and
systems including the possibility that certain risks have not been identified.
Furthermore, each Fund cannot control the cyber security
30
plans and
systems put in place by their service providers or any other third parties whose
operations may affect the Fund or its shareholders. As a result, each Fund and
its shareholders could be negatively impacted.
Daily
Inverse Correlation/Tracking Risk (Inverse
ETF). Investors will lose money when the Index rises, which
is a result that is the opposite from traditional index funds. There is no
guarantee that the Fund will achieve a high degree of inverse correlation to the
Index and therefore achieve its daily inverse investment objective. The Fund’s
exposure to the Index is impacted by the Index’s movement. Because of this, it
is unlikely that the Fund will be perfectly exposed to the Index at the end of
each day. The possibility of the Fund being materially over- or under-exposed to
the Index increases on days when the Index is volatile near the close of the
trading day. Market disruptions, regulatory restrictions and high volatility
will also adversely affect the Fund’s ability to adjust exposure to the required
levels. Due to the inverse nature of the Fund’s investment strategy, the
occurrence of some of these events or market conditions discussed below may be
favorable to the Fund’s returns; however, nonoccurrence of these events below
could have no effect on the Fund’s returns, or could cause the value of the
Fund’s assets to decrease.
The Fund may
have difficulty achieving its daily inverse investment objective due to fees,
expenses, transaction costs, financing costs related to the use of derivatives,
income items, valuation methodology, accounting standards and disruptions or
illiquidity in the markets for the securities or derivatives held by the Fund.
The Fund may not have investment exposure to all securities in the Index, or its
weighting of investment exposure to such stocks or industries may be different
from that of the Index. The Fund may
also have exposure to securities or financial instruments that are not included
in the Index. The Fund may also use other investment companies, such as ETFs, as
reference assets for derivative instruments, which may result in increased
tracking error. Additionally, an ETF’s performance may differ from the index it
tracks, thus resulting in additional tracking error for the Fund.
The Fund may
be subject to large movements of assets into and out of the Fund, potentially
resulting in the Fund being over- or under-exposed to the Index. The Fund may
take or refrain from taking positions to improve tax efficiency or to comply
with various regulatory restrictions, which may negatively impact the Fund’s
inverse correlation to the Index. Any of these factors could decrease
correlation between the performance of the Fund and the Index and may hinder the
Fund’s ability to meet its daily inverse investment objective.
Depositary
Receipt Risk (Passive ETF).
Depositary receipts involve risks similar to those associated with investments
in foreign securities and certain additional risks. Depositary receipts
listed on U.S. exchanges are issued by banks or trust companies, and entitle the
holder to all dividends and capital gains that are paid out on the underlying
foreign shares (“Underlying Shares”). When the Fund invests in depositary
receipts as a substitute for an investment directly in the Underlying Shares,
the Fund is exposed to the risk that the depositary receipts may
not provide a return that corresponds precisely with that of the Underlying
Shares.
Derivatives
Risk (Inverse ETF). Derivatives are financial instruments
that derive value from the underlying reference asset or assets, such as stocks,
bonds, or funds (including ETFs), interest rates or indexes. The Fund’s
investments in derivatives may pose risks in addition to, and greater than,
those associated with directly investing in securities or other ordinary
investments, including risk related to the market, leverage, imperfect daily
correlations with underlying investments or the Fund’s other portfolio holdings,
higher price volatility, lack of availability, counterparty risk, liquidity,
valuation and legal restrictions. The use of derivatives is a highly specialized
activity that involves investment techniques and risks different from those
associated with ordinary portfolio securities transactions. The use of
derivatives may result in larger losses or smaller gains than directly investing
in securities. When the Fund uses derivatives, there may be imperfect
correlation between the value of the Index and the derivative, which may prevent
the Fund from achieving its investment objective. Because derivatives often
require only a limited initial investment, the use of derivatives may expose the
Fund to losses in excess of those amounts initially invested.
31
In addition,
the Fund’s investments in derivatives are subject to the following risks:
Swap
Agreements. The use of swap transactions is a highly specialized activity,
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. Whether the Fund will be
successful in using swap agreements to achieve its investment goal depends on
the ability of the Adviser to structure swap agreements in accordance with the
Fund’s investment objective and to identify counterparties for those swap
agreements. If the Adviser is unable to enter into swap agreements that provide
inverse exposure to the Index, the Fund may not meet its investment
objective.
The swap
agreements in which the Fund invests are generally traded in the
over-the-counter market, which generally has less transparency than
exchange-traded derivatives instruments. In a standard swap transaction, two
parties agree to exchange the return (or differentials in rates of return)
earned or realized on particular predetermined reference assets or underlying
securities or instruments. The gross return to be exchanged or swapped between
the parties is calculated based on a notional amount or the return on or change
in value of a particular dollar amount invested in a basket of
securities.
If the Index
has a dramatic move that causes a material decline in the Fund’s net assets, the
terms of a swap agreement between the Fund and its counterparty may permit the
counterparty to immediately close out the swap transaction with the Fund. In
that event, the Fund may be unable to enter into another swap agreement or
invest in other derivatives to achieve exposure consistent with the Fund’s
investment objective. This may prevent the Fund from achieving its leveraged
investment objective, even if the Index later reverses all or a portion of its
movement.
ETF
Risks.
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Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Funds have a limited number of financial institutions
that that are authorized to purchase and redeem Shares directly from the
Fund (known as “Authorized Participants” or “APs”). In addition, there may
be a limited number of market makers and/or liquidity providers in the
marketplace. To the extent either of the following events occur, Shares
may trade at a material discount to NAV and possibly face delisting: (i)
APs exit the business or otherwise become unable to process creation
and/or redemption orders and no other APs step forward to perform these
services; or (ii) market makers and/or liquidity providers exit the
business or significantly reduce their business activities and no other
entities step forward to perform their functions.
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Cash
Redemption Risk (Inverse ETF). The Fund’s investment strategy may
require it to redeem Shares for cash or to otherwise include cash as part
of its redemption proceeds. For example, the Fund may not be able to
redeem in-kind certain securities held by the Fund (e.g., derivative
instruments that cannot be broken up beyond certain minimum sizes needed
for transfer and settlement). In such a case, the Fund may be required to
sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a
capital gain that it might not have recognized if it had made a redemption
in-kind. As a result, the Fund may have less cash efficiency and pay out
higher annual capital gain distributions to shareholders than if the
in-kind redemption process was used. In addition, cash redemption costs
could include brokerage costs or taxable gains or losses, which might not
have otherwise been incurred if the redemption was fully in-kind.
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Costs
of Buying or Selling Shares. Investors buying or selling Shares in the
secondary market will pay brokerage commissions or other charges imposed
by brokers, as determined by that broker. Brokerage commissions are often
a fixed amount and may be a significant proportional cost for investors
seeking to buy or sell relatively small amounts of Shares. In addition,
secondary market investors will also incur the cost of the bid-ask spread.
The bid-ask spread varies over time for Shares based on trading volume and
market liquidity, and is generally lower if Shares have more
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32
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.
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Shares
May Trade at Prices Other Than NAV. As with all ETFs, Shares may
be bought and sold in the secondary market at market prices. Although it
is expected that the market price of the Shares will approximate a Fund’s
NAV, there may be times when the market price of Shares is more than the
NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of the Shares or during periods of market volatility.
This risk is heightened in times of market volatility or periods of steep
market declines. The market price of Shares during the trading day, like
the price of any exchange-traded security, includes a “bid-ask” spread
charged by the exchange specialist, market makers, or other participants
that trade the Shares. In times of severe market disruption, the bid-ask
spread can increase significantly. At those times, Shares are most likely
to be traded at a discount to NAV, and the discount is likely to be
greatest when the price of Shares is falling fastest, which may be the
time that you most want to sell your Shares.
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Trading.
Although Shares are listed for trading on the NYSE Arca, Inc. (the
“Exchange”) and may be listed or traded on U.S. and non-U.S. stock
exchanges other than the Exchange, there can be no assurance that an
active trading market for such Shares will develop or be maintained.
Trading in Shares may be halted due to market conditions or for reasons
that, in the view of the Exchange, make trading in Shares inadvisable. In
addition, trading in Shares on the Exchange is subject to trading halts
caused by extraordinary market volatility pursuant to Exchange “circuit
breaker” rules, which temporarily halt trading on the Exchange when a
decline in the S&P 500 Index during a single day reaches certain
thresholds (e.g., 7%, 13%, and 20%). Additional rules applicable to the
Exchange may halt trading in Shares when extraordinary volatility causes
sudden, significant swings in the market price of Shares. There can be no
assurance that Shares will trade with any volume, or at all, on any stock
exchange. In stressed market conditions, the liquidity of Shares may begin
to mirror the liquidity of the Fund’s underlying portfolio holdings, which
can be significantly less liquid than Shares. Also, in stressed market
conditions, the market for Shares may become less liquid in response to
deteriorating liquidity in the markets for the Fund’s underlying portfolio
holdings. These adverse effects on liquidity for Shares, in turn, could
lead to wider bid/ask spreads and differences between the market price of
Shares and the underlying value of those Shares.
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Equity
Market Risk. Common stocks are generally exposed to greater risk than
other types of securities, such as preferred stock and debt obligations, because
common stockholders generally have inferior rights to receive payment from
specific issuers. The equity securities held in a Fund’s portfolio may
experience sudden, unpredictable drops in value or long periods of decline in
value. This may occur because of factors that affect securities markets
generally or factors affecting specific issuers, industries, or sectors in which
the Funds invest.
General
Market and Geopolitical Risk. The increasing interconnectivity between
global economies and financial markets increases the likelihood that events or
conditions in one region or financial market may adversely impact issuers in a
different country, region or financial market. Securities in a Fund’s portfolio
may underperform due to inflation (or expectations for inflation), interest
rates, global demand for particular products or resources, natural disasters,
pandemics, epidemics, terrorism, regulatory events and governmental or
quasi-governmental actions. The occurrence of global events similar to those in
recent years, such as terrorist attacks around the world, natural disasters,
social and political discord or debt crises and downgrades, among others, may
result in market volatility and may have long term effects on both the U.S. and
global financial markets. It
33
is difficult
to predict when similar events affecting the U.S. or global financial markets
may occur, the effects that such events may have and the duration of those
effects.
High
Portfolio Turnover Risk (Inverse ETF). The Fund may
actively and frequently trade all or a significant portion of the Fund’s
holdings. A high portfolio turnover rate increases transaction costs, which may
increase a Fund’s expenses. Frequent trading may also cause adverse tax
consequences for investors in the Fund due to an increase in short-term capital
gains.
Index
Risk. The Index may not reflect all companies meeting the Index’s
eligibility criteria if certain characteristics of a company are not known at
the time the Index is composed or reconstituted. Additionally,
the Index is new, so investors do not have the benefit of a long track
record to assess the potential risks associated with the Index over various
market periods.
Intra-Day
Investment Risk (Inverse ETF). The Fund seeks
investment results from the close of the market on a given trading day until the
close of the market on the subsequent trading day. The exact exposure of an
investment in the Fund intraday in the secondary market is a function of the
difference between the value of the Index at the market close on the first
trading day and the value of the Index at the time of purchase. If the Index
loses value, the Fund’s net assets will rise by the same amount as the Fund’s
exposure. Conversely, if the Index rises, the Fund’s net assets will decline by
the same amount as the Fund’s exposure. Thus, an investor that purchases shares
intra-day may experience performance that is greater than, or less than, the
inverse of the performance of the Index.
If there is a
significant intra-day market event and/or the securities of the Index
experiences a significant decrease, the Fund may not meet its investment
objective or rebalance its portfolio appropriately, or may experience
significant premiums or discounts, or widened bid-ask spreads. Additionally, the
Fund may close to purchases and sales of Shares prior to the close of trading on
the Exchange and incur significant losses.
Index
Correlation/Tracking Risk (Passive ETF). There is no
guarantee that the Fund will achieve a high degree of correlation to the Index
and therefore achieve its investment objective. The Fund may have difficulty
achieving its investment objective due to fees, expenses (including rebalancing
expenses), transaction costs, income items, valuation methodology, accounting
standards, required compliance with the Fund’s Exchange listing standards,
disruptions or illiquidity in the markets for the securities held by the Fund,
the Fund’s holding of uninvested cash, costs of complying with various new or
existing regulatory requirements (diversification requirements), and
transactions carried out to minimize the distribution of capital gains to
shareholders and other requirements to maintain pass-through tax treatment.
These are costs that may be incurred by the Fund that are not incurred by the
Index. Market disruptions, regulatory restrictions or extreme volatility will
also adversely affect the Fund’s ability to achieve its investment objective.
Activities surrounding Index reconstitutions and other Index rebalancing events
may hinder the Fund’s ability to meet its investment objective.
The Fund may
not have investment exposure to all of the securities in the Index or its
weighting of investment exposure to the securities may be different from that of
the Index. Any of these factors could decrease correlation between the
performance of the Fund and the Index and may hinder the Fund’s ability to meet
its investment objective.
Liquidity
Risk (Inverse ETF). Some securities held by the
Fund, including derivatives, may be difficult to sell or be illiquid,
particularly during times of market turmoil. Markets for securities or financial
instruments could be disrupted by a number of events, including, but not limited
to, an economic crisis, natural disasters, epidemics/pandemics, new legislation
or regulatory changes inside or outside the United States. Illiquid securities
may be difficult to value, especially in changing or volatile markets. If the
Fund is forced to sell an illiquid security at an unfavorable time or price, the
Fund may be adversely impacted. Certain market conditions or restrictions, such
as market rules related to short sales, may prevent the Fund from limiting
losses, realizing gains or achieving a high correlation with the Index. There is
no assurance that a security that is deemed liquid when purchased will continue
to be liquid. Market illiquidity may cause losses for the Fund. Market
illiquidity may cause losses for
34
the Fund. To
the extent that the Index value increases or decreases significantly, the Fund
may be one of many market participants that are attempting to transact in the
securities of the Index. Under such circumstances, the market for securities of
the Index may lack sufficient liquidity for all market participants’ trades.
Therefore, the Fund may have more difficulty transacting in the securities or
financial instruments and the Fund’s transactions could exacerbate the price
changes of the securities of the Index and may impact the ability of the Fund to
achieve its investment objective.
Market
Capitalization Risk.
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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.
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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.
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Money
Market Instrument Risk (Inverse
ETF). The Fund may use a variety of
money market instruments for cash management purposes, including money market
funds, depositary accounts and repurchase agreements. Repurchase agreements are
contracts in which a seller of securities agrees to buy the securities back at a
specified time and price. Repurchase agreements may be subject to market and
credit risk related to the collateral securing the repurchase agreement. Money
market instruments may lose money.
New Fund
Risk. Each Fund is a recently organized management investment company
with no operating history. As a result, prospective investors do not have a
track record or history on which to base their investment decisions. There can
be no assurance that each Fund will grow to or maintain an economically viable
size.
Non-Diversification
Risk. Each Fund is considered to be non-diversified, which means that
it may invest more of its assets in the securities of a single issuer or a
smaller number of issuers than if it were a diversified fund. As a result, each
Fund may be more exposed to the risks associated with and developments affecting
an individual issuer or a smaller number of issuers than a fund that invests
more widely. This may increase each Fund’s volatility and cause the performance
of a relatively smaller number of issuers to have a greater impact on the Fund’s
performance.
Orphaned
Sectors Companies Risks (Passive
ETF):
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Alcohol
Companies Risk. Companies in the alcohol industry are very
competitive and subject to a number of risks. Demographic and product
trends, changing consumer preferences, nutritional and health-related
concerns, competitive pricing, marketing campaigns, environmental factors,
adverse changes in general economic conditions, government regulation,
consumer boycotts, risks of product tampering, product liability claims,
and the availability and expense of liability insurance can affect the
demand for, and success of, such companies’ products in the marketplace.
Such companies also face risks associated with changing market prices as a
result of, among other things, changes in government support and trading
policies and agricultural conditions influencing the growth and harvest
seasons. Alcohol companies may be adversely affected by the adoption of
proposed legislation and/or by litigation.
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35
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Fossil
Fuel Companies Risk. The profitability of fossil
fuel companies is related to worldwide energy prices, including all
sources of energy, and exploration and production costs. The price
of fossil fuels, the earnings of fossil fuels companies,
and the value of such companies’ securities can be extremely volatile.
Such companies are also subject to risks of changes in commodity prices,
changes in the global supply of and demand for fossil fuels, interest
rates, exchange rates, the price of fossil fuels and the prices
of competitive energy services, the imposition of import controls, world
events, friction with certain fossil fuel-producing countries, negative
perception, and publicity, depletion of resources, development of
alternative energy sources, energy conservation, technological
developments, labor relations and general economic conditions, as well as
market, economic and political risks of the countries where fossil
fuel companies are located or do business, fluctuations caused by
events relating to international politics, including political
instability, expropriation, social unrest and acts of war, acts of
terrorism, energy conservation, the success of exploration projects and
tax and other governmental regulatory policies. Fossil
fuel companies operate in a highly competitive and cyclical industry,
with intense price competition. A significant portion of their revenues
may depend on a relatively small number of customers, including
governmental entities and utilities. In
addition, if the transition to alternative energy sources accelerates in
the near future fossil fuel companies may be adversely
affected. |
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Gambling
Companies Risk. Companies in the betting and gaming industry
include those engaged in casino operations, racetrack operations, sports
and horse race betting operations, online gaming operations and/or the
provision of related equipment and technologies. The betting and gaming
industry is characterized by an increasingly high degree of competition
among a large number of participants including from participants
performing illegal activities or unregulated companies. Expansion of
betting in other jurisdictions (both regulated and unregulated) could
increase competition with existing betting and gaming companies, which
could have an adverse impact on their financial condition, operations and
cash flows. In a broader sense, betting and gaming companies face
competition from all manner of leisure and entertainment activities,
including shopping, athletic events, television and movies, concerts and
travel. In addition, established jurisdictions could award additional
licenses or permit the expansion or relocation of existing betting and
gaming companies. These companies also may be subject to increasing
regulatory constraints, particularly with respect to cybersecurity and
privacy. In addition to the costs of complying with such constraints, the
unintended disclosure of confidential information, whether because of an
error or a cybersecurity event, could adversely affect the reputation,
profitability and value of these companies. Finally, the betting and
gaming industry is characterized by the use of various forms of
intellectual property, which are dependent upon patented technologies,
trademarked brands and proprietary information. Companies operating in the
betting and gaming industry are subject to the risk of significant
litigation regarding intellectual property rights, which may adversely
affect and financially harm companies in which the Funds may
invest.. |
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Nuclear
Energy Companies Risk. Nuclear energy companies may face
considerable risk as a result of, among other risks, incidents and
accidents, breaches of security, ill-intentioned acts of terrorism, air
crashes, natural disasters (such as floods or earthquakes), equipment
malfunctions or mishandling in storage, handling, transportation,
treatment or conditioning of substances and nuclear materials.
Such events could have serious consequences, especially in case of
radioactive contamination and irradiation of the environment, for the
general population, as well as a material, negative impact on nuclear
energy companies. In addition, nuclear energy companies are
subject to competitive risk associated with the prices of other energy
sources, such as natural gas and oil. Consumers
of nuclear energy may have the ability to switch
between nuclear energy and other energy sources and, as a
result, during periods when competing energy sources are less expensive,
the revenues of nuclear energy companies may decline with a
corresponding impact on earnings. |
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Tobacco
Companies Risk. Tobacco companies are very competitive and
subject to a number of risks. Demographic and product trends, changing
consumer preferences, nutritional and health-related concerns, competitive
pricing, |
36
marketing
campaigns, environmental factors, adverse changes in general economic
conditions, government regulation, consumer boycotts, risks of product
tampering, product liability claims, and the availability and expense of
liability insurance can affect the demand for, and success of, such companies’
products in the marketplace. Tobacco companies in particular may be
adversely affected by the adoption of proposed legislation and/or by litigation.
There is substantial litigation related to tobacco products in the United States
and certain foreign jurisdictions, and damages claimed in some of the
tobacco-related litigation range into the billions of dollars. The present
litigation environment is substantially uncertain, and it is possible that
companies with exposure to the tobacco industries could be materially affected
by an unfavorable outcome of pending litigation. The tobacco industry faces
significant governmental action aimed at reducing the incidence of smoking and
seeking to hold tobacco companies responsible for the adverse health effects
associated with both smoking and exposure to environmental tobacco smoke.
Governmental actions, combined with the diminishing social acceptance of smoking
and private actions to restrict smoking, have resulted in reduced industry
volume and may affect the performance of companies in the tobacco
industry.
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Weapons
Companies Risk. Weapons manufacturers rely to a large extent on
U.S. (and other) Government demand for their products and services and may
be significantly affected by changes in government regulations and
spending, as well as economic conditions and industry consolidation.
Weapons companies may be adversely affected by the adoption of proposed
legislation and/or by litigation. |
Other
Investment Companies Risk (Inverse ETF). The Fund
may invest directly in another investment company by purchasing shares of the
investment company. By investing in another investment company, the Fund becomes
a shareholder of that investment company and bears its proportionate share of
the fees and expenses of the other investment company. There is also the risk
that the Fund may suffer losses due to the investment practices of the
underlying fund as the Fund will be subject to substantially the same risks as
those associated with the direct ownership of securities held by such underlying
fund. The Fund may be subject to statutory limits with respect to the amount it
can invest in other ETFs, which may adversely affect the Fund’s ability to
achieve its investment objective. ETFs may be less liquid than other
investments, and thus their share values more volatile than the values of the
investments they hold. Investments in ETFs are also subject to the “ETF Risk”
described below.
Passive
Investment Risk (Passive ETF). The Fund invests in
the securities included in, or representative of, its Index regardless of its
investment merit. The Fund does not attempt to outperform its Index or take
defensive positions in declining markets. As a result, the Fund’s performance
may be adversely affected by a general decline in the market segments relating
to its Index.
Recent
Market Events Risk. U.S. and international markets have experienced
significant periods of volatility in recent years and months due to a number of
economic, political and global macro factors including the impact of COVID-19 as
a global pandemic and related public health crisis, growth concerns in the U.S.
and overseas, uncertainties regarding interest rates, rising inflation, trade
tensions, and the threat of tariffs imposed by the U.S. and other countries. In
particular, the global spread of COVID-19 has resulted in disruptions to
business operations and supply chains, stress on the global healthcare system,
growth concerns in the U.S. and overseas, staffing shortages and the inability
to meet consumer demand, and widespread concern and uncertainty. The global
recovery from COVID-19 is proceeding at slower than expected rates due to the
emergence of variant strains and may last for an extended period of time. Health
crises and related political, social and economic disruptions caused by the
spread of COVID-19 may also exacerbate other pre-existing political, social and
economic risks in certain countries. As a result of continuing political
tensions and armed conflicts, including the war between Ukraine and Russia, the
U.S. and the European Union imposed sanctions on certain Russian individuals and
companies, including certain financial institutions, and have limited certain
exports and imports to and from Russia. The war has contributed to recent market
volatility and may
37
continue to do
so. These developments, as well as other events, could result in further market
volatility and negatively affect financial asset prices, the liquidity of
certain securities and the normal operations of securities exchanges and other
markets, despite government efforts to address market disruptions. As a result,
the risk environment remains elevated. The Adviser will monitor developments and
seek to manage the Fund in a manner consistent with achieving the Fund’s
investment objective, but there can be no assurance that they will be successful
in doing so.
Rebalancing
Risk (Inverse ETF). If for any reason the Fund is
unable to rebalance all or a part of its portfolio, or if all or a portion of
the portfolio is rebalanced incorrectly, the Fund’s investment exposure may not
be consistent with its investment objective. In these instances, the Fund may
have investment exposure to the Index that is significantly greater or
significantly less than its stated multiple. The Fund may be more exposed to
leverage risk than if it had been properly rebalanced and may not achieve its
investment objective, leading to significantly greater losses or reduced
gains.
Shorting
Risk (Inverse ETF). A short position is a financial
arrangement in which the short position appreciates in value when a reference
asset falls in value and depreciates in value when the reference asset rises in
value. Short positions therefore may be riskier and more speculative than
traditional investments.
Obtaining
inverse or “short” exposure through the use of derivatives such as swap
agreements may expose the Fund to certain risks such as an increase in
volatility or decrease in the liquidity of the securities of the underlying
short position. If the Fund were to experience this volatility or decreased
liquidity, the Fund’s return may be lower, the Fund’s ability to obtain inverse
exposure through the use of derivatives may be limited or the Fund may be
required to obtain inverse exposure through alternative investment strategies
that may be less desirable or more costly to implement. If the securities
underlying the short positions are thinly traded or have a limited market due to
various factors, including regulatory action, the Fund may be unable to meet its
investment objective due to a lack of available securities or counterparties.
The Fund may not be able to issue additional Creation Units during period when
it cannot meet its investment objective due to these factors. Any income,
dividends or payments by the assets underlying the Fund’s short positions will
negatively impact the Fund.
Third Party
Data Risk. The composition of the Index, and consequently each Fund’s
portfolio, is heavily dependent on proprietary Third Party Data. When Third
Party Data proves to be incorrect or incomplete, any decisions made in reliance
thereon may lead to the inclusion or exclusion of securities from the Index that
would have been excluded or included had the Third Party Data been correct and
complete. If the composition of the Index reflects such errors, the Fund’s
portfolio can also be expected to reflect the errors.
Tracking
Error Risk (Passive ETF). As with all index funds,
the performance of the Fund and the Index may differ from each other for a
variety of reasons. For example, the Fund incurs operating expenses and
portfolio transaction costs not incurred by the Index. In addition, the Fund may
not be fully invested in the securities of the Index at all times or may hold
securities not included in the Index.
U.S.
Government and U.S. Agency Obligations Risk (Inverse
ETF). The Fund may invest in securities issued by the U.S.
government or its agencies or instrumentalities. U.S. Government obligations
include securities issued or guaranteed as to principal and interest by the U.S.
Government, its agencies or instrumentalities, such as the U.S. Treasury.
Payment of principal and interest on U.S. Government obligations may be backed
by the full faith and credit of the United States or may be backed solely by the
issuing or guaranteeing agency or instrumentality itself. In the latter case,
the investor must look principally to the agency or instrumentality issuing or
guaranteeing the obligation for ultimate repayment, which agency or
instrumentality may be privately owned. There can be no assurance that the U.S.
Government would provide financial support to its agencies or instrumentalities
(including government-sponsored enterprises) where it is not obligated to do
so.
38
Underlying
Index Risk. Neither the Adviser nor the Index Provider is able to
guarantee the continuous availability or timeliness of the production of the
Index. The calculation and dissemination of Index values may be delayed if the
information technology or other facilities of the Index Provider, calculation
agent, data providers and/or relevant stock exchange malfunction for any reason.
A significant delay may cause trading in shares of the Fund to be suspended.
Errors in Index data, computation and/or the construction in accordance with its
methodology may occur from time to time and may not be identified and corrected
by the Index Provider, calculation agent or other applicable party for a period
of time or at all, which may have an adverse impact on the Fund and its
shareholders.
PORTFOLIO
HOLDINGS
Information
about the Funds’ daily portfolio holdings will be available on the Funds’
website at www.constrainedcapitaletfs.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’ SAI.
MANAGEMENT
Investment
Adviser
Toroso
Investments, LLC, located at 898 N. Broadway, Suite 2, Massapequa, New York
11758, is an SEC-registered investment adviser and a Delaware limited liability
company. Toroso was founded in and has been managing investment companies since
March 2012 and is dedicated to understanding, researching and managing assets
within the expanding ETF universe. The Adviser has experience managing both
actively-managed and passively-managed ETFs, as well as those that engage in the
use of swaps and other derivatives. As of March 31, 2022, Toroso had assets
under management of approximately $7.9 billion and serves as the investment
adviser or sub-adviser for 50 registered funds.
Toroso serves
as investment adviser to the Funds, and has overall responsibility for the
general management and administration of the Funds pursuant to an investment
advisory agreement with the Trust, on behalf of each Fund (the “Advisory
Agreement”). The Adviser is also responsible for trading portfolio securities
for the Funds, including selecting broker-dealers to execute purchase and sale
transactions. For the services it provides to the Funds, each Fund pays the
Adviser a unitary management fee, which is calculated daily and paid monthly, at
an annual rate of 0.75% of the Passive ETF’s average daily net assets and at an
annual rate of 0.95% of the Inverse ETF’s average daily net assets. The
Adviser also arranges for sub-advisory, transfer agency, custody, fund
administration, and all other related services necessary for the Fund to
operate.
Under the
Advisory Agreement, the Adviser has agreed to pay all expenses incurred by each
Fund except for interest charges on any borrowings, dividends and other expenses
on securities sold short, taxes, brokerage commissions and other expenses
incurred in placing orders for the purchase and sale of securities and other
investment instruments, acquired fund fees and expenses, accrued deferred tax
liability, extraordinary expenses and distribution fees and expenses paid by the
Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940
Act (collectively, the “Excluded Expenses”).
A discussion
regarding the basis for the Board’s approval of the Funds’ Investment Advisory
Agreement will be available in the Funds’ semi-annual report to
shareholders.
Portfolio
Managers
The following
individuals (each, a “Portfolio Manager”) have served as portfolio managers of
each Fund since its inception in 2022. Messrs. Venuto and Ragauss are
jointly and primarily responsible for the day-to-day management of the
Fund.
Michael
Venuto, Chief Investment Officer for the Adviser
39
Mr. Venuto is
a co-founder and has been the Chief Investment Officer of the Adviser since
2012. Mr. Venuto is an ETF industry veteran with over a decade of experience in
the design and implementation of ETF-based investment strategies. Previously, he
was Head of Investments at Global X Funds where he provided portfolio
optimization services to institutional clients. Before that, he was Senior Vice
President at Horizon Kinetics where his responsibilities included new business
development, investment strategy and client and strategic
initiatives.
Charles A.
Ragauss, CFA, Portfolio Manager for the Adviser
Mr. Ragauss
serves as Portfolio Manager of the Adviser, having joined the Adviser in
September 2020. Mr. Ragauss previously served as Chief Operating Officer and in
other roles at CSat Investment Advisory, L.P. from April 2016 to September 2020.
Previously, Mr. Ragauss was Assistant Vice President at Huntington National Bank
(“Huntington”), where he was Product Manager for the Huntington Funds and
Huntington Strategy Shares ETFs, a combined fund complex of almost $4 billion in
assets under management. At Huntington, he led ETF development bringing to
market some of the first actively managed ETFs. Mr. Ragauss joined Huntington in
2010. Mr. Ragauss attended Grand Valley State University where he received his
Bachelor of Business Administration in Finance and International Business, as
well as a minor in French. He is a member of both the National and West Michigan
CFA® societies and holds the CFA® designation.
CFA® is a
registered trademark owned by the CFA Institute.
The Fund’s SAI
provides additional information about each Portfolio Manager’s compensation
structure, other accounts that each Portfolio Manager manages, and each
Portfolio Manager’s ownership of Shares.
Fund
Sponsor
The Adviser
has entered into an agreement with Constrained Capital, under which Constrained
Capital assumes the obligation of the Adviser to pay all expenses of each Fund,
except Excluded Expenses (such expenses of the Fund, except Excluded Expenses,
the “Unitary Expenses”). Although Constrained Capital has agreed to be
responsible for the Unitary Expenses, the Adviser retains the ultimate
obligation to each Fund to pay such expenses. Constrained Capital will also
provide marketing support for each Fund, including hosting the Funds’ website
and preparing marketing materials related to the Funds. For these services and
payments, Constrained Capital is entitled to a fee, to be paid by the Adviser,
based on the total management fee earned by the Adviser with respect to a Fund
under the Advisory Agreement less the Unitary Expenses. Constrained
Capital does not make investment decisions, provide investment advice, or
otherwise act in the capacity of an investment adviser to 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 (defined below), and that has been accepted by
the Funds’ transfer agent, with respect to purchases and redemptions of Creation
Units. Once created, Shares trade in the secondary market in quantities less
than a Creation Unit.
Most investors
buy and sell Shares in secondary market transactions through brokers. Individual
Shares are listed for trading on the secondary market on the Exchange and can be
bought and sold throughout the trading day like other publicly traded
securities.
When buying or
selling Shares through a broker, you will incur customary brokerage commissions
and charges, and you may pay some or all of the spread between the bid and the
offer price in the secondary market on each leg of a round trip
(purchase
40
and sale)
transaction. In addition, because secondary market transactions occur at market
prices, you may pay more than NAV when you buy Shares, and receive less than NAV
when you sell those Shares.
Book
Entry
Shares are
held in book-entry form, which means that no stock certificates are issued.
Depository Trust Company (“DTC”) or its nominee is the record owner of all
outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book-entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The Funds
impose no restrictions on the frequency of purchases and redemptions of Shares.
In determining not to approve a written, established policy, the Board evaluated
the risks of market timing activities by Fund shareholders. Purchases and
redemptions by APs, who are the only parties that may purchase or redeem Shares
directly with the Funds, are an essential part of the ETF process and help keep
Share trading prices in line with the NAV. As such, the Funds accommodate
frequent purchases and redemptions by APs. However, the Board has also
determined that frequent purchases and redemptions for cash may increase
tracking error and portfolio transaction costs and may lead to the realization
of capital gains. To minimize these potential consequences of frequent purchases
and redemptions, the Funds employ fair value pricing and may impose transaction
fees on purchases and redemptions of Creation Units to cover the custodial and
other costs incurred by the Funds in effecting trades. In addition, the Funds
and the Adviser reserve the right to reject any purchase order at any
time.
Determination
of Net Asset Value
Each Fund’s
NAV is calculated as of the scheduled close of regular trading on the New York
Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern Time, each day the NYSE is
open for business. The NAV for each Fund is calculated by dividing the Fund’s
net assets by its Shares outstanding.
In calculating
its NAV, each Fund generally values its assets on the basis of market
quotations, last sale prices, or estimates of value furnished by a pricing
service or brokers who make markets in such instruments. If such
information is not available for a security held by a Fund or is determined to
be unreliable, the security will be valued at fair value estimates under
guidelines established by the Board (as described below).
Fair Value
Pricing
The Board has
adopted procedures and methodologies to fair value each Fund’s 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 delisted
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,
a Fund will take into account all reasonably available information that may be
relevant to a particular
41
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
included in the Board-adopted valuation procedures. Due to the subjective and
variable nature of fair value pricing, there can be no assurance that the
Adviser will be able to obtain the fair value assigned to the investment upon
the sale of such investment.
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 and interest income, if any, quarterly, and
distribute any net realized capital gains to its shareholders at least
annually.
Each Fund will
declare and pay income and capital gain distributions, if any, in cash.
Distributions in cash may be reinvested automatically in additional whole Shares
only if the broker through whom you purchased Shares makes such option
available. Your broker is responsible for distributing the income and capital
gain distributions to you.
Taxes
The following
discussion is a summary of some important U.S. federal income tax considerations
generally applicable to investments in the Funds. Your investment in a Fund may
have other tax implications. Please consult your tax advisor about the tax
consequences of an investment in Shares, including the possible application of
foreign, state, and local tax laws.
Each Fund
intends to qualify each year for treatment as a regulated investment company (a
“RIC”) under the Internal Revenue Code of 1986, as amended. If it meets certain
minimum distribution requirements, a RIC is not subject to tax at the fund level
on income and gains from investments that are timely distributed to
shareholders. However, a Fund’s failure to qualify as a RIC or to meet minimum
distribution requirements would result (if certain relief provisions were not
available) in fund-level taxation and, consequently, a reduction in income
available for distribution to shareholders.
Unless your
investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA plan, you need to be aware of the possible tax
consequences when a Fund makes distributions, when you sell your Shares listed
on the Exchange, and when you purchase or redeem Creation Units (institutional
investors only).
The following
general discussion of certain U.S. federal income tax consequences is based on
provisions of the Code and the regulations issued thereunder as in effect on the
date of this SAI. New legislation, as well as administrative changes or court
decisions, may significantly change the conclusions expressed herein, and may
have a retroactive effect with respect to the transactions contemplated
herein.
Taxes on
Distributions
42
For federal
income tax purposes, distributions of net investment income are generally
taxable as ordinary income or qualified dividend income. Taxes on distributions
of net capital gains (if any) are determined by how long a Fund owned the
investments that generated them, rather than how long a shareholder has owned
their 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 such
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. Distributions of short-term capital gain will generally
be taxable as ordinary income. Dividends and distributions are generally taxable
to you whether you receive them in cash or reinvest them in additional
Shares.
Distributions
reported by a Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided certain holding period and other requirements are met. “Qualified
dividend income” generally is income derived from dividends paid by U.S.
corporations or certain foreign corporations that are either incorporated in a
U.S. possession or eligible for tax benefits under certain U.S. income tax
treaties. In addition, dividends that a Fund receives in respect of stock of
certain foreign corporations may be qualified dividend income if that stock is
readily tradable on an established U.S. securities market. Corporate
shareholders may be entitled to a dividends-received deduction for the portion
of dividends they receive from a Fund that are attributable to dividends
received by the Fund from U.S. corporations, subject to certain
limitations.
Shortly after
the close of each calendar year, you will be informed of the character of any
distributions received from a Fund.
In addition to
the federal income tax, certain individuals, trusts, and estates may be subject
to a Net Investment Income (“NII”) tax of 3.8%. The NII tax is imposed on the
lesser of: (i) a taxpayer’s investment income, net of deductions properly
allocable to such income; or (ii) the amount by which such taxpayer’s modified
adjusted gross income exceeds certain thresholds ($250,000 for married
individuals filing jointly, $200,000 for unmarried individuals and $125,000 for
married individuals filing separately). A Fund’s distributions are includable in
a shareholder’s investment income for purposes of this NII tax. In addition, any
capital gain realized by a shareholder upon a sale or redemption of Fund shares
is includable in such shareholder’s investment income for purposes of this NII
tax.
In general,
your distributions are subject to federal income tax for the year in which they
are paid. Certain distributions paid in January, however, may be treated as paid
on December 31 of the prior year. Distributions are generally taxable even if
they are paid from income or gains earned by a Fund before your investment (and
thus were included in the Shares’ NAV when you purchased your Shares).
You may wish
to avoid investing in a Fund shortly before a dividend or other distribution,
because such a distribution will generally be taxable even though it may
economically represent a return of a portion of your investment.
If you are
neither a resident nor a citizen of the United States or if you are a foreign
entity, distributions (other than Capital Gain Dividends) paid to you by a Fund
will generally be subject to a U.S. withholding tax at the rate of 30%, unless a
lower treaty rate applies. A Fund may, under certain circumstances, report all
or a portion of a dividend as an “interest-related dividend” or a “short-term
capital gain dividend,” which would generally be exempt from this 30% U.S.
withholding tax, provided certain other requirements are met.
Under the
Foreign Account Tax Compliance Act (“FATCA”), a Fund may be required to withhold
a generally nonrefundable 30% tax on (i) distributions of investment company
taxable income and (ii) distributions of net capital gain and the gross proceeds
of a sale or redemption of Fund shares paid to (A) certain “foreign financial
institutions” unless such foreign financial institution agrees to verify,
monitor, and report to the Internal Revenue Service (“IRS”) the identity of
certain of its account-
43
holders, among
other items (or unless such entity is otherwise deemed compliant under the terms
of an intergovernmental agreement between the United States and the foreign
financial institution’s country of residence), and (B) certain “non-financial
foreign entities” unless such entity certifies to the Fund that it does not have
any substantial U.S. owners or provides the name, address, and taxpayer
identification number of each substantial U.S. owner, among other items. In
December 2018, the IRS and Treasury Department released proposed Treasury
Regulations that would eliminate FATCA withholding on Fund distributions of net
capital gain and the gross proceeds from a sale or redemption of Fund shares.
Although taxpayers are entitled to rely on these proposed Treasury Regulations
until final Treasury Regulations are issued, these proposed Treasury Regulations
have not been finalized, may not be finalized in their proposed form, and are
potentially subject to change. This FATCA withholding tax could also affect a
Fund’s return on its investments in foreign securities or affect a shareholder’s
return if the shareholder holds its Fund shares through a foreign intermediary.
You are urged to consult your tax adviser regarding the application of this
FATCA withholding tax to your investment in a Fund and the potential
certification, compliance, due diligence, reporting, and withholding obligations
to which you may become subject in order to avoid this withholding tax.
Each Fund (or
a financial intermediary, such as a broker, through which a shareholder owns
Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage of the taxable distributions and sale or redemption proceeds paid to
any shareholder who fails to properly furnish a correct taxpayer identification
number, who has underreported dividend or interest income, or who fails to
certify that they are not subject to such withholding.
Taxes When
Shares are Sold on the Exchange
Any capital
gain or loss realized upon a sale of Shares generally is treated as a long-term
capital gain or loss if Shares have been held for more than one year and as a
short-term capital gain or loss if Shares have been held for one year or less.
However, any capital loss on a sale of Shares held for six months or less is
treated as long-term capital loss to the extent of Capital Gain Dividends paid
with respect to such Shares. Any loss realized on a sale will be disallowed to
the extent Shares of a Fund are acquired, including through reinvestment of
dividends, within a 61-day period beginning 30 days before and ending 30 days
after the sale of Shares.
Taxes on
Purchases and Redemptions of Creation Units
An AP having
the U.S. dollar as its functional currency for U.S. federal income tax purposes
who exchanges securities for Creation Units generally recognizes a gain or a
loss. The gain or loss will be equal to the difference between the value of the
Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The IRS may
assert, however, that a loss that is realized upon an exchange of securities for
Creation Units may not be currently deducted under the rules governing “wash
sales” (for an AP who does not mark-to-market their holdings) or on the basis
that there has been no significant change in economic position. Persons
exchanging securities should consult their own tax advisor with respect to
whether wash sale rules apply and when a loss might be deductible.
Any capital
gain or loss realized upon redemption of Creation Units is generally treated as
long-term capital gain or loss if Shares comprising the Creation Units have been
held for more than one year and as a short-term capital gain or loss if such
Shares have been held for one year or less.
A Fund may
include a payment of cash in addition to, or in place of, the delivery of a
basket of securities upon the redemption of Creation Units. A Fund may sell
portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause a Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had
completely
44
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.
Foreign
Investments by a Fund
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 treaties or
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
its administrative agent) 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.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in each Fund. It is not a substitute for
personal tax advice. You also may be subject to foreign, state and local tax on
Fund distributions and sales of Shares. Consult your personal tax advisor about
the potential tax consequences of an investment in Shares under all
applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
DISTRIBUTION
Foreside Fund
Services, LLC (the “Distributor”), the Funds’ distributor, is a broker-dealer
registered with the SEC. The Distributor distributes Creation Units for the
Funds on an agency basis and does not maintain a secondary market in Shares. The
Distributor has no role in determining the policies of the Funds or the
securities that are purchased or sold by the Funds. The Distributor’s principal
address is Three Canal Plaza, Suite 100, Portland, Maine 04101.
The Board has
adopted a Distribution (Rule 12b-1) Plan (the “Plan”) pursuant to Rule 12b-1
under the 1940 Act. In accordance with the Plan, each Fund is authorized to pay
an amount up to 0.25% of its average daily net assets each year 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
When
available, information regarding how often Shares of a Fund traded on the
Exchange at a price above (i.e., at a premium) or below (i.e., at a discount)
the NAV of the applicable Fund can be found on the Funds’ website at www.constrainedcapitaletfs.com.
45
ADDITIONAL
NOTICES
Shares are not
sponsored, endorsed, or promoted by the Exchange. The Exchange is not
responsible for, nor has it participated in the determination of, the timing,
prices, or quantities of Shares to be issued, nor in the determination or
calculation of the equation by which Shares are redeemable. The Exchange has no
obligation or liability to owners of Shares in connection with the
administration, marketing, or trading of Shares.
Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
The Adviser
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 the Funds particularly.
FINANCIAL
HIGHLIGHTS
This section
would ordinarily include Financial Highlights. The Financial Highlights table is
intended to help you understand each Fund’s performance for the applicable
Fund’s periods of operations. Because the Funds have not yet commenced
operations as of the date of this Prospectus, no Financial Highlights are
shown.
46
Constrained
Capital ESG Orphans ETF
Constrained
Capital ESG Orphans Daily Inverse ETF
Adviser
|
Toroso
Investments, LLC
898 N.
Broadway, Suite 2
Massapequa,
New York 11758 |
Administrator
|
Tidal
ETF Services LLC
898 N.
Broadway, Suite 2
Massapequa,
New York 11758 |
Distributor
|
Foreside
Fund Services, LLC
Three
Canal Plaza, Suite 100
Portland,
Maine 04101 |
Sub-Administrator,
Fund Accountant, and Transfer Agent |
U.S.
Bancorp Fund Services, LLC,
doing
business as U.S. Bank Global Fund Services
615 East
Michigan Street
Milwaukee,
Wisconsin 53202 |
Legal
Counsel |
Godfrey
& Kahn, S.C.
833 East
Michigan Street, Suite 1800
Milwaukee,
Wisconsin 53202 |
Custodian
|
U.S.
Bank National Association
1555 N.
Rivercenter Dr.
Milwaukee,
Wisconsin 53212 |
Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
342 N.
Water St., Suite 830
Milwaukee,
Wisconsin 53202 |
|
|
Investors may
find more information about the Funds in the following documents:
Statement
of Additional Information: The Funds’ SAI provides additional details about
the investments of the Funds and certain other additional information. A current
SAI dated May 13, 2021, as supplemented from time to time, is on file with
the SEC and is herein incorporated by reference into this Prospectus. It is
legally considered a part of this Prospectus.
Annual/Semi-Annual
Reports: Additional information about each Fund’s investments will be
available in the Funds’ annual and semi-annual reports to shareholders. In the
annual report you will find a discussion of the market conditions and investment
strategies that significantly affected each Fund’s performance after the first
fiscal year the Funds are in operation.
You can obtain
free copies of these documents, when available, request other information or
make general inquiries about the Funds by contacting the Funds at Constrained
Capital ESG Orphans ETF, c/o U.S. Bank Global Fund Services, P.O. Box 701,
Milwaukee, Wisconsin 53201-0701 or calling 800-867-5309.
Shareholder
reports and other information about the Funds will be available:
●
|
Free of
charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or |
●
|
Free of
charge from the Funds’ Internet website
at www.constrainedcapitaletfs.com; or
|
●
|
For a
fee, by e-mail request to publicinfo@sec.gov.
|
(SEC Investment
Company Act File No. 811-23377)
47