ck0001540305-20230831
PROSPECTUS
December 31,
2023
Vident
U.S. Bond Strategy ETFTM
(VBND)
Vident
U.S. Equity Strategy ETFTM
(VUSE)
Vident
International Equity Strategy ETFTM
(VIDI)
Principal
U.S. Listing Exchange: NYSE Arca, Inc.
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.
Vident
U.S. Bond Strategy ETF™
Vident
U.S. Equity Strategy ETF™
Vident
International Equity Strategy ETF™
Table
of Contents
INVESTMENT
PRODUCTS: n
ARE NOT FDIC INSURED n
MAY LOSE VALUE n
ARE NOT BANK GUARANTEED
Investment
Objective
The
Vident U.S.
Bond Strategy ETF™ (the “Fund” or the “U.S. Bond ETF”) seeks to
track the performance, before fees and expenses, of the Vident Core U.S. Bond
IndexTM (the “Index” or the “U.S. Bond Index”).
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
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Management
Fees |
0.41% |
Distribution
and/or Service (12b-1) Fees |
None |
Other
Expenses |
0.00% |
| |
Total
Annual Fund Operating Expenses |
0.41% |
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Expense
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then continue
to hold or redeem all of your Shares at the end of those periods. The Example
also assumes that your investment has a 5% return each year and that the Fund’s
operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would
be:
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1 Year |
3
Years |
5
Years |
10
Years |
$42 |
$132 |
$230 |
$518 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in annual fund
operating expenses or in the Example, affect the Fund’s performance. For the
fiscal year ended August 31, 2023, the Fund’s portfolio turnover rate was
185% of the average
value of its portfolio.
Principal Investment
Strategies of the Fund
The
Fund employs a “passive management” – or indexing – investment approach designed
to track the performance of the Index.
The
Vident Core U.S. Bond IndexTM
The
Vident Core U.S. Bond IndexTM
seeks to improve the overall mix of credit quality, interest rate and yield as
compared to traditional U.S. core bond indices. The Index diversifies interest
rate and credit risks across all core U.S. bond sectors, including U.S.
Treasuries, U.S. agency securities, U.S. agency mortgage-backed securities
(“MBS”), and investment-grade corporate bonds, as well as non-core fixed income
sectors such as high-yield corporate bonds (also known as “junk bonds”) and
Treasury Inflation-Protected Securities (“TIPS”). While diversification among
sectors is an important factor that will drive the risk/return profile of the
strategy, another source of risk management is derived from the rules-based
process that systematically over- or under-weights each sector based on
valuations of each sector, historical relative valuations across sectors, sector
default rates, and other quantitative factors. Within the investment grade and
high yield corporate sectors, the strategy seeks to improve corporate bond
exposures by screening for companies with relatively stronger leadership,
governance, and creditworthiness factors. Within each sector, individual bonds
are weighted based on a combination of yield, duration (i.e.,
interest rate sensitivity), creditworthiness, leadership, and governance
factors, rather than amount of debt/bonds outstanding. The Index also seeks to
improve liquidity by eliminating small issues and non-U.S. issuers.
The
Index limits exposure to each of the high-yield corporate bonds and TIPS sectors
to 20% and 15% of the Index, respectively. The Index will generally have an
effective duration of three to seven years and will generally have an average
credit quality of investment grade.
All
rules are systematized and rely on data available at the end of each rebalancing
period. The Index is rebalanced monthly and reconstituted quarterly in January,
April, July, and October. As of December 1, 2023, the Index was comprised of 203
component securities.
The
Index was created on November 30, 2015 by Vident Financial, LLC, the former
parent company of Vident Asset Management (“Vident” or the “Adviser”) for use by
the Fund. The Adviser now also serves as the U.S. Bond ETF’s index provider.
The
Fund’s Investment Strategy
Under
normal circumstances, at least 80% of the net assets, plus borrowings for
investment purposes, of the Fund will be invested in debt instruments that are
principally traded in the United States.
The
Fund attempts to invest all, or substantially all, of its assets in the bonds
that make up the Index. The Fund expects to use a “replication” strategy to
achieve its investment objective, meaning it may invest in all of the component
securities of the Index, but may, when the adviser believes it is in the best
interests of the Fund, use a “representative sampling” strategy, meaning it may
invest in a sample of the securities in the Index whose risk, return and other
characteristics closely resemble the risk, return and other characteristics of
the Index as a whole.
The
Fund may utilize the “To Be Announced” (“TBA”) market for MBS
investments. The TBA market allows investors to gain exposure to MBS with
certain broad characteristics (maturity, coupon, age) without taking delivery of
the actual securities until the settlement day which is once every month. In
addition, the Fund may utilize the TBA roll market, in which one sells, in the
TBA market, the security for current month settlement, while simultaneously
committing to buy the same TBA security for next month settlement. The Fund may
utilize the TBA roll market for extended periods of time without taking delivery
of the physical securities.
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.
Principal Risks of Investing in
the Fund
The
principal risks of investing in the Fund are summarized below. The principal
risks are presented in alphabetical order to facilitate finding particular risks
and comparing them with other funds. Each risk summarized below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears. As with any investment, there is a risk that you could lose all or
a portion of your investment in the Fund. Some or all of these
risks may adversely affect the Fund’s net asset value per share (“NAV”), trading
price, yield, total return and/or ability to meet its objectives. For more
information about the risks of investing in the Fund, see the section in the
Fund’s Prospectus titled “Additional Information About the Funds.”
•Call
Risk.
During periods of falling interest rates, an issuer of a callable bond held by
the Fund may “call” or repay the security before its stated maturity, and the
Fund may have to reinvest the proceeds at lower interest rates, resulting in a
decline in the Fund’s income.
•Credit
Risk. Debt issuers and other counterparties may not honor their obligations
or may have their debt downgraded by ratings agencies.
•ETF
Risks.
The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that may act
as Authorized Participants (“APs”). In addition, there may be a limited number
of market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, Shares may trade at a material discount to
NAV and possibly face delisting: (i) APs exit the business or otherwise
become unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦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. 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 pay out higher annual capital gain
distributions than if the in-kind redemption process was used.
◦Costs
of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid-ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading. Although Shares are listed for trading on
NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other than
the Exchange, there can be no assurance that Shares will trade with any volume,
or at all, on any stock exchange. In stressed market conditions, the liquidity
of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio
holdings, which can be significantly less liquid than Shares, and this could
lead to differences between the market price of the Shares and the underlying
value of those Shares.
•Extension
Risk.
During periods of rising interest rates, certain debt obligations will be paid
off substantially more slowly than originally anticipated and the value of those
securities may fall sharply, resulting in a decline in the Fund’s income and
potentially in the value of the Fund’s investments.
•Government
Obligations Risk.
No
assurance can be given that the U.S. government will provide financial support
to U.S. government-sponsored agencies or instrumentalities where it is not
obligated to do so by law, such as the Federal National Mortgage Association
(“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”).
Securities issued by Fannie Mae and Freddie Mac have historically been supported
only by the discretionary authority of the U.S. government. While the U.S.
government provides financial support to various U.S. government-sponsored
agencies and instrumentalities, such as Fannie Mae and Freddie Mac, no assurance
can be given that it will always do so. In September 2008, at the direction of
the U.S. Department of the Treasury, Fannie Mae and Freddie Mac were placed into
conservatorship under the Federal Housing Finance Agency (“FHFA”), an
independent regulator, and they remain in such status as of the date of this
Prospectus. The U.S. government also took steps to provide additional financial
support to Fannie Mae and Freddie Mac.
•High-Yield
Securities Risk.
High-yield securities (also known as “junk bonds”) carry a greater degree of
risk and are considered speculative by the major credit rating agencies.
High-yield securities may be issued by companies that are restructuring, are
smaller and less creditworthy, or are more highly indebted than other companies.
This means that they may have more difficulty making scheduled payments of
principal and interest. Changes in the value of high-yield securities are
influenced more by changes in the financial and business position of the issuing
company than by changes in interest rates when compared to investment grade
securities. High-yield securities have greater volatility because there is less
certainty that principal and interest payments will be made as scheduled. The
Fund’s investments in high-yield securities expose it to a substantial degree of
credit risk. These investments are considered speculative under traditional
investment standards. Prices of high-yield securities will rise and fall
primarily in response to actual or perceived changes in the issuer's financial
health, although changes in market interest rates also will affect prices.
High-yield securities may experience reduced liquidity and sudden and
substantial decreases in price.
•Interest
Rate Risk. An increase in interest rates may cause the value of fixed-income
securities held by the Fund to decline. Securities with longer durations tend to
be more sensitive to interest rate changes, usually making them more volatile
than securities with shorter durations. For example, the price of a bond with a
three-year duration would be expected to drop by approximately 3% in response to
a 1% increase in interest rates. Generally, the longer the maturity and duration
of a bond, the more sensitive the bond is to interest rate
risk.
•Issuer-Specific
Risk. Issuer-specific events, including changes in the financial condition
of an issuer, can have a negative impact on the value of the
Fund.
•Liquidity
Risk.
Liquidity risk exists when particular investments are difficult to purchase or
sell. This can reduce the Fund’s returns because the Fund may be unable to
transact at advantageous times or prices.
•Market
Risk.
The
trading prices of debt securities and other instruments fluctuate in response to
a variety of factors. The Fund’s NAV and market price may fluctuate
significantly in response to these and other factors. As a result, an investor
could lose money over short or long periods of time.
Beginning
in the first quarter of 2020, financial markets in the United States and around
the world experienced extreme and, in many cases, unprecedented volatility and
severe losses due to the global pandemic caused by COVID-19, a novel
coronavirus. The pandemic resulted in a wide range of social and economic
disruptions, including closed borders, voluntary or compelled quarantines of
large populations, stressed healthcare systems, reduced or prohibited domestic
or international travel, and supply chain disruptions affecting the United
States and many other countries. Some sectors of the economy and individual
issuers experienced particularly large losses as a result of these disruptions.
Although the immediate effects of the COVID-19 pandemic have begun to dissipate,
global markets and economies continue to contend with the ongoing and long-term
impact of the COVID-19 pandemic and the resultant market volatility and economic
disruptions. It is unknown how long circumstances related to the pandemic will
persist, whether they will reoccur in the future, whether efforts to support the
economy and financial markets will be successful, and what additional
implications may follow from the pandemic. The impact of these events and other
epidemics or pandemics in the future could adversely affect Fund
performance.
•Mortgage-
and Asset-Backed Securities Risk.
The
Fund may invest in U.S. government agency-backed mortgage- and asset-backed
securities. Mortgage- and asset-backed securities are subject to interest rate
risk. Modest movements in interest rates (both increases and decreases) may
quickly and significantly reduce the value of certain types of these securities.
When interest rates fall, mortgage- and asset-backed securities may be subject
to prepayment risk. When interest rates rise, certain types of mortgage-
and
asset-backed securities are subject to extension risk. Mortgage- and
asset-backed securities can also be subject to the risk of default on the
underlying residential or commercial mortgage(s) or other
assets.
•Passive
Investment Risk.
The Fund invests in the securities included in, or representative of, the Index
regardless of their investment merit. The Fund does not attempt to outperform
the 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 the Index.
•Portfolio
Turnover Risk. The Fund may trade all or a significant portion of the
securities in its portfolio in connection with each rebalance and reconstitution
of its Index. 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.
•Prepayment
Risk.
This is the risk that a borrower will prepay some or the entire principal owed
to the Fund. If that happens, the Fund may have to replace the security by
investing the proceeds in a security with a lower yield. This could reduce the
share price and income distributions of the Fund.
•Sector
Risk. To the extent the Fund invests more heavily in particular sectors of
the economy, its performance will be especially sensitive to developments that
significantly affect those sectors.
•TBA
Securities and Rolls Risk.
TBA
transactions are subject to increased credit risk and increased overall
investment exposure. TBA rolls involve the risk that the Fund’s counterparty
will be unable to deliver the mortgage-backed securities underlying the TBA roll
at the fixed time. If the buyer files for bankruptcy or becomes insolvent,
the buyer or its representative may ask for and receive an extension of time to
decide whether to enforce the Fund’s repurchase obligation. In addition, the
Fund earns interest by investing the transaction proceeds during the roll
period. TBA roll transactions may have the effect of creating leverage in
the Fund’s
portfolio.
•Tracking
Error Risk.
As
with all index funds, the performance of the Fund and the Index may differ from
each other for a variety of reasons. For example, the Fund incurs operating
expenses and portfolio transaction costs not incurred by the Index. In addition,
the Fund may not be fully invested in the securities of the Index at all times
or may hold securities not included in the
Index.
Performance
The following
performance information indicates some of the risks of investing in the
Fund. The bar chart shows the Fund’s performance for calendar
years ended December 31. The table illustrates how the Fund’s average annual
returns for the 1-year, 5-year, and since inception periods compare with those
of a broad measure of market performance and the indexes tracked by the Fund
during the applicable period. The Fund’s past performance,
before and after taxes, does not necessarily indicate how it will perform in the
future. Updated performance information is available on the
Fund’s website at www.videntam.com.
Calendar Year Total
Returns
For
the year-to-date period ended
September 30, 2023, the
Fund’s total return was 0.24%. During the period of time shown in the bar
chart, the Fund’s highest quarterly return
was 5.90% for the quarter ended June 30, 2020, and
the lowest quarterly return was
-6.65% for the quarter ended March 31,
2022.
Average Annual Total Returns
For the Periods Ended December 31, 2022
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Vident
U.S. Bond Strategy ETF™ |
1
Year |
5
Years |
Since
Inception
(10/15/2014) |
Return Before
Taxes |
-14.02% |
-0.38% |
0.37% |
Return After
Taxes on Distributions |
-14.87% |
-1.34% |
-0.56% |
Return After
Taxes on Distributions and Sale of Shares |
-8.29% |
-0.65% |
-0.09% |
Vident
Core U.S. Bond Index/Vident Core U.S. Bond Strategy Index1
(reflects no deduction for
fees, expenses, or taxes) |
-13.63% |
0.27% |
1.15% |
FTSE
Broad Investment Grade Bond Index
(reflects no deduction for
fees, expenses, or taxes) |
-13.28% |
0.01% |
0.82% |
1
Effective January 6, 2016, the Fund’s investment objective changed
to track the performance, before fees and expenses, of the Vident Core U.S. Bond
Index. Prior to January 6, 2016, the Fund’s investment objective was to track
the price and total return performance, before fees and expenses, of the Vident
Core U.S. Bond Strategy Index. Performance shown for periods prior to January 6,
2016, is that of the Vident Core U.S. Bond Strategy Index.
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual after-tax returns depend on an
investor’s tax situation and may differ from those shown. After-tax returns shown are
not relevant to investors who hold their Shares through tax-deferred
arrangements such as an individual retirement account (“IRA”) or other
tax-advantaged accounts. In certain
cases, the figure representing “Return After Taxes on Distributions and Sale of
Shares” may be higher than the other return figures for the same period. A
higher after-tax return results when a capital loss occurs upon redemption and
provides an assumed tax deduction that benefits the
investor.
Management
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Adviser: |
Vident
Asset Management |
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Portfolio
Managers: |
Jim
Iredale, CFA, Senior Portfolio Manager – Fixed Income for Vident, has been
a portfolio manager of the Fund since April 2015. |
| Jeff
Kernagis, CFA, Portfolio Manager for Vident, has been a portfolio manager
of the Fund since June 2022. |
Purchase
and Sale of Shares
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers at market prices, rather than NAV. Because
Shares trade at market prices rather than NAV, Shares may trade at a price
greater than NAV (premium) or less than NAV (discount).
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its NAV, market price, premiums and discounts, and bid-ask spreads is
available on the Fund’s website at www.videntam.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income or capital gains (or a
combination), unless your investment is in an IRA or other tax-advantaged
account. Distributions on investments made through tax-deferred arrangements may
be taxed later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
Investment
Objective
The
Vident
U.S. Equity Strategy ETF™ (the “Fund” or “U.S. Equity ETF”)
seeks to track the performance, before fees and expenses, of the Vident U.S.
Quality IndexTM (the “Index” or the “U.S. Quality Index”).
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fees |
0.50% |
Distribution
and/or Service (12b-1) Fees |
None |
Other
Expenses |
0.00% |
| |
Total
Annual Fund Operating Expenses* |
0.50% |
| |
| |
*Restated
to reflect current fees.
Expense
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then continue
to hold or redeem all of your Shares at the end of those periods. The Example
also assumes that your investment has a 5% return each year and that the Fund’s
operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would
be:
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1 Year |
3
Years |
5
Years |
10
Years |
$51 |
$160 |
$280 |
$628 |
Portfolio
Turnover
The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Shares are held in a taxable account. These costs, which are not
reflected in annual fund operating expenses or in the Example, affect the Fund’s
performance. For the fiscal year ended August 31, 2023, the Fund’s portfolio
turnover rate was 167% of the average value of its
portfolio.
Principal Investment
Strategies of the Fund
The
Fund employs a “passive management” – or indexing – investment approach designed
to track the performance of the Index.
The
Vident U.S. Quality IndexTM
The
Index is a rules-based, systematic strategy index comprised of equity securities
principally traded in the U.S. market of issuers domiciled in the United States.
The starting universe of eligible companies in the Index consists of U.S.-listed
common stock of U.S. companies with market capitalizations of at least $100
million. Companies eligible for inclusion must also meet certain minimum
liquidity requirements.
The
companies remaining in the Index universe are placed into one of three market
capitalization segments: Giant (companies in the top 40% by market
capitalization at the time of purchase), Large (companies in the top 40-70%
range by market capitalization at the time of purchase) and SMID (also known as
small/mid-capitalization companies, which are the remaining companies in the
bottom 30% of the Index universe).
Companies
are assessed across a variety of proprietary corporate governance criteria with
risks flagged. The number of flagged risks are summed to form a company’s
Corporate Governance Score. Companies with lower Corporate Governance Scores
receive lower potential allocations. The proprietary corporate governance
criteria are broadly designed to identify issues relating to board structure,
incentives alignment, and shareholder rights.
At
the time of each semi-annual reconstitution, the Index employs a multi-factor
model for scoring and ranking stocks based on certain quality and momentum
factors, and the stocks in the Index are weighted based on these factors and
subject to certain adjustments and limitations, including the following
constraints:
•the
maximum allocation to a Giant market-capitalization company is 2%;
•the
maximum allocation to a Large market-capitalization company is 1%;
and
•the
maximum allocation to a SMID market-capitalization company is 0.5%.
The
Index’s allocation and weighting to a company is subject to certain liquidity
thresholds. All companies eligible for inclusion receive an initial weight of
0.10%, and then the maximum weighting by market-capitalization segment is
applied. Further adjustments are then made based on the company’s Corporate
Governance Score and the company’s quality and momentum attributes, as described
below.
The
Index’s maximum allocation to a company may be adjusted downward by as much as
100% based on the company’s Corporate Governance Score (i.e.,
the Index uses the Corporate Governance Score to reduce potential weightings to
companies with less favorable rankings relative to their market segment peers).
The Index’s maximum allocation to a company may be increased by 25% if that
company ranks in the top 25th percentile within its market-capitalization
segment (e.g.,
if a company’s initial allocation is 2%, then the allocation would be 2.5%). The
Index’s allocation to a market cap segment, at the time of the semi-annual
reconstitution, will be within 5% of the initial cap weighted universe’s
allocation to that segment.
A
company’s weighting is further adjusted by considering the company’s quality and
momentum attributes, based on a proprietary multi-factor model for scoring and
ranking stocks. The model combines factors into two distinct factor composites,
each seeking to score different stock attributes. These factor composites can be
broadly categorized into the following groupings: quality and momentum. For
stocks in the Giant and Large market cap segment, quality is defined as
profitability and profitability growth. The components account for current and
historical gross profits, return on invested capital, cash flows, and margins of
companies in each segment. For stocks in SMID market cap segment, two additional
composites are utilized: cost of capital and use of capital. These composites
account for characteristics such as leverage, credit strength, debt, and equity
issuance.
All
rules are systematized and rely on data available at the end of each rebalancing
period. The Index is reconstituted and rebalanced semi-annually in February and
August. As of December 1, 2023, the Index was comprised of 125 component
securities and had significant exposure to the information technology, consumer
discretionary, financials, and health care sectors.
The
Index was created on November 30, 2022, by Vident Financial, LLC, the former
parent company of Vident Asset Management (“Vident” or the “Adviser”) for use by
the Fund. The Adviser now also serves as the U.S. Equity ETF’s index
provider.
The
Fund’s Investment Strategy
Under
normal circumstances, at least 80% of the net assets, plus borrowings for
investment purposes, of the Fund will be invested in equity securities that are
principally traded in the United States.
The
Fund attempts to invest all, or substantially all, of its assets in the common
stocks that make up the Index. The Fund will generally use a “replication”
strategy to achieve its investment objective, meaning it may invest in all of
the component securities of the Index, but may, when the adviser believes it is
in the best interests of the Fund, use a “representative sampling” strategy,
meaning it may invest in a sample of the securities in the Index whose risk,
return and other characteristics closely resemble the risk, return and other
characteristics of the Index as a whole. Vident, the Fund’s investment adviser,
expects that, over time, the correlation between the Fund’s performance and that
of the Index, before fees and expenses, will be 95% or better.
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.
Principal Risks of Investing in
the Fund
The
principal risks of investing in the Fund are summarized below. The principal
risks are presented in alphabetical order to facilitate finding particular risks
and comparing them with other funds. Each risk summarized below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears. As with any investment, there is a risk that you could lose all or
a portion of your investment in the Fund. Some or all of these
risks may adversely affect the Fund’s net asset value per share (“NAV”), trading
price, yield, total return and/or ability to meet its objectives. For more
information about the risks of investing in the Fund, see the section in the
Fund’s Prospectus titled “Additional Information About the Funds.”
•Equity
Market Risk.
The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues (such as the global pandemic caused by the COVID-19 virus), recessions,
rising inflation, or other events could have a significant negative impact on
the Fund and its investments. Such events may affect certain geographic regions,
countries, sectors and industries more significantly than others. Such events
could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks.
The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that may act
as Authorized Participants (“APs”). In addition, there may be a limited number
of market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, Shares may trade at a material discount to
NAV and possibly face delisting: (i) APs exit the business or otherwise
become unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid-ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading. Although
Shares are listed for trading on NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares, and this could lead to differences between the market price of the
Shares and the underlying value of those
Shares.
•Large-Capitalization
Investing.
The
Fund’s performance may be adversely affected if securities of large cap
companies underperform securities of smaller-capitalization companies or the
market as a whole. The securities of large cap companies may be relatively
mature compared to smaller companies and therefore subject to slower growth
during times of economic expansion. Large-capitalization companies may also be
unable to respond quickly to new competitive challenges, such as changes in
technology and consumer tastes.
•Mid-Capitalization
Investing.
The Fund may invest in the securities of mid-capitalization
companies. As a result, the Fund’s performance may be adversely affected if
securities of mid-capitalization companies underperform securities of other
capitalization ranges or the market as a whole. Securities of smaller companies
are often more vulnerable to market volatility than securities of larger
companies.
•Passive
Investment Risk.
The Fund invests in the securities included in, or representative of, the Index
regardless of their investment merit. The Fund does not attempt to outperform
the 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 the Index.
•Sector
Risk. To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors. The Fund may invest a significant portion of its assets in
the
following
sectors and, therefore, the performance of the Fund could be negatively impacted
by events affecting each of these sectors.
◦Information
Technology Sector Risk. Market
or economic factors impacting information technology companies and companies
that rely heavily on technological advances could have a significant effect on
the value of the Fund’s investments. The value of stocks of information
technology companies and companies that rely heavily on technology is
particularly vulnerable to rapid changes in technology product cycles, rapid
product obsolescence, government regulation and competition, both domestically
and internationally, including competition from foreign competitors with lower
production costs. Stocks of information technology companies and companies that
rely heavily on technology, especially those of smaller, less-seasoned
companies, tend to be more volatile than the overall market. Information
technology companies are heavily dependent on patent and intellectual property
rights, the loss or impairment of which may adversely affect
profitability.
◦Consumer
Discretionary Sector Risk.
The success of consumer product manufacturers and retailers is tied closely to
the performance of domestic and international economies, interest rates,
exchange rates, competition, consumer confidence, changes in demographics and
consumer preferences. Companies in the consumer discretionary sector depend
heavily on disposable household income and consumer spending, and such companies
may be strongly affected by social trends and marketing campaigns. These
companies may be subject to severe competition, which may have an adverse impact
on their profitability.
◦Financials
Sector Risk. This
sector, which includes banks, insurance companies, and financial service firms,
can be significantly affected by changes in interest rates, government
regulation, the rate of defaults on corporate, consumer and government debt, the
availability and cost of capital, and fallout from the housing and sub-prime
mortgage crisis. Banks, in particular, are subject to volatile interest rates,
severe price competition, and extensive government oversight and regulation,
which may limit certain economic activities available to banks, impact their
fees and overall profitability, and establish capital maintenance requirements.
In addition, banks may have concentrated portfolios of loans or investments that
make them vulnerable to economic conditions that affect that industry. Insurance
companies are subject to similar risks as banks, including adverse economic
conditions, changes in interest rates, increased competition and government
regulation, but insurance companies are more at risk from changes in tax law,
government imposed premium rate caps, and catastrophic events, such as
earthquakes, floods, hurricanes and terrorist acts. This sector has experienced
significant losses in the recent past, and the impact of higher interest rates,
more stringent capital requirements, and of recent or future regulation on any
individual financial company, or on the sector as a whole, cannot be predicted.
In recent years, cyber attacks and technology malfunctions and failures have
become increasingly frequent in the financial sector and have caused significant
losses.
◦Health
Care Sector Risk. Companies
in the health care sector are subject to extensive government regulation and
their profitability can be significantly affected by restrictions on government
reimbursement for medical expenses, rising costs of medical products and
services, pricing pressure (including price discounting), limited product lines,
an increased emphasis on the delivery of healthcare through outpatient services,
loss or impairment of intellectual property rights and litigation regarding
product or service liability.
•Small-Capitalization
Investing. The Fund may invest in the securities of small-capitalization
companies. As a result, the Fund may be more volatile than funds that invest in
larger, more established companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Small-capitalization companies may be particularly sensitive
to changes in interest rates, government regulation, borrowing costs and
earnings.
•Tracking
Error Risk.
As
with all index funds, the performance of the Fund and the Index may differ from
each other for a variety of reasons. For example, the Fund incurs operating
expenses and portfolio transaction costs not incurred by the Index. In addition,
the Fund may not be fully invested in the securities of the Index at all times
or may hold securities not included in the Index.
Performance
The following
performance information indicates some of the risks of investing in the
Fund. The bar chart shows the Fund’s performance for calendar
years ended December 31. The table illustrates how the Fund’s average annual
returns for the 1-year, 5-year, and since inception periods compare with those
of indexes that provide a broad measure of market performance and the indexes
tracked by the Fund during the applicable period. The Fund’s past
performance, before and after taxes, does not necessarily indicate how it will
perform in the future. Updated performance information is
available on the Fund’s website at www.videntam.com.
Calendar Year Total
Returns
For
the year-to-date period ended
September 30,
2023, the Fund’s total return was 13.04%. During the period of time shown
in the bar chart, the Fund’s highest quarterly return
was 22.00% for the quarter ended December 31, 2020,
and the lowest quarterly return was
-31.81% for the quarter ended March 31,
2020.
Average Annual Total Returns
For the Periods Ended December 31, 2022
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Vident
U.S. Equity Strategy ETF™ |
1
Year |
5
Years |
Since
Inception
(1/21/2014) |
Return Before
Taxes |
-9.30% |
6.11% |
7.43% |
Return After
Taxes on Distributions |
-9.63% |
5.73% |
7.06% |
Return After
Taxes on Distributions and Sale of Shares |
-5.27% |
4.72% |
5.92% |
Vident
U.S. Quality Index™/Vident
Core U.S. Stock Index/Vident Core U.S. Equity Index1 (reflects no deduction for
fees, expenses, or taxes) |
-9.13% |
6.36% |
7.50% |
|
|
| |
Morningstar
US Market Total Return Index
(reflects no deduction for
fees, expenses, or taxes) |
-19.43% |
8.83% |
10.12% |
S&P
500 Index
(reflects no deduction for
fees, expenses, or taxes) |
-18.11% |
9.42% |
10.64% |
1
Effective December 31, 2022, the Fund’s investment objective
changed to track the performance, before fees and expenses, of the Vident U.S.
Quality Index. From January 6, 2016, to December 30, 2022, the Fund’s investment
objective was to track the price and total return performance, before fees and
expenses, of the Vident Core U.S. Stock Index. Performance shown for this period
is that of the Vident Core U.S. Stock Index. Prior to January 6, 2016, the
Fund’s investment objective was to track the price and total return performance,
before fees and expenses, of the Vident Core U.S. Equity Index. Performance
shown for periods prior to January 6, 2016, is that of the Vident Core U.S.
Equity Index.
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual
after-tax returns depend on an investor’s tax situation and may differ from
those shown. After-tax returns shown are not relevant to investors who hold
their Shares through tax-deferred arrangements such as an individual retirement
account (“IRA”) or other tax-advantaged accounts. In certain cases, the figure
representing “Return After Taxes on Distributions and Sale of Shares” may be
higher than the other return figures for the same period. A higher after-tax
return results when a capital loss occurs upon redemption and provides an
assumed tax deduction that benefits the investor. In certain cases, the figure
representing “Return After Taxes on Distributions and Sale of Shares” may be
higher than the other return figures for the same period. A higher after-tax
return results when a capital loss occurs upon redemption and provides an
assumed tax deduction that benefits the
investor.
Management
|
|
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| |
Adviser: |
Vident
Asset Management |
| |
Portfolio
Managers: |
Austin
Wen, CFA, Portfolio Manager for Vident, has been a portfolio manager of
the Fund since December 2018. |
|
Rafael
Zayas, CFA, SVP, Head of Portfolio Management and Trading for Vident, has
been a portfolio manager of the Fund since June 2020. |
|
Ryan
Dofflemeyer, Senior Portfolio Manager for Vident, has been a portfolio
manager of the Fund since December
2020. |
Purchase
and Sale of Shares
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers at market prices, rather than NAV. Because
Shares trade at market prices rather than NAV, Shares may trade at a price
greater than NAV (premium) or less than NAV (discount).
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its NAV, market price, premiums and discounts, and bid-ask spreads is
available on the Fund’s website at www.videntam.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged account. Distributions on investments made through
tax-deferred arrangements may be taxed later upon withdrawal of assets from
those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
Investment
Objective
The
Vident
International Equity Strategy ETF™ (the “Fund” or “International
Equity ETF”) seeks to track the performance, before fees and expenses, of the
Vident Core International Equity Index™ (the “Index” or the “International
Equity Index”).
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses
(expenses
that you pay each year as a percentage of the value of your
investment) |
|
Management
Fees |
0.61% |
Distribution
and/or Service (12b-1) Fees |
None |
Other
Expenses |
0.00% |
Total
Annual Fund Operating Expenses |
0.61% |
| |
| |
Expense
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then continue
to hold or redeem all of your Shares at the end of those periods. The Example
also assumes that your investment has a 5% return each year and that the Fund’s
operating expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would
be:
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1 Year |
3
Years |
5
Years |
10
Years |
$62 |
$195 |
$340 |
$762 |
Portfolio
Turnover
The Fund pays transaction costs, such as commissions, when it buys
and sells securities (or “turns over” its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher
taxes when Shares are held in a taxable account. These costs, which are not
reflected in annual fund operating expenses or in the Example, affect the Fund’s
performance. For the fiscal year ended August 31, 2023, the Fund’s portfolio
turnover rate was 82% of the average value of its
portfolio.
Principal Investment
Strategies of the Fund
The
Fund employs a “passive management” – or indexing – investment approach designed
to track the performance of the Index.
The
Vident Core International Equity Index™
The
Index is a rules-based, systematic strategy index comprised of equity securities
of issuers in developed and emerging markets outside of the United States. The
strategy seeks to provide a systematic and optimized investment process that
addresses the risks and opportunities of allocating capital in and among
international equities.
Country
Allocation
Index
construction begins by identifying a universe of countries that are deemed to
represent the bulk of investable and reliable stock opportunities in the largest
and most liquid developed and emerging markets countries located outside of the
United States. The Index determines a country’s investability based on factors
including the country’s liquidity, accessibility to foreign investors,
opportunities for efficient transactions, and capital controls. The Index
determines a country’s reliability based on factors including governance,
regulatory oversight, market operational efficiency, legal protections for
minority and foreign investors and institutional stability. While the number of
countries represented in the Index may change from time to time (e.g.,
at
Index reconstitution or rebalance), the number of countries represented in the
Index is expected to generally be between 25 and 40.
Each
country within the investable universe is assigned a Country Principles Score
(“CPS”), which is calculated utilizing a proprietary scoring methodology that
seeks to weigh the relative resilience of a country to economic and financial
shocks and the relative attractiveness of its investment opportunities. A
country’s resilience reflects the capacity of a country’s equity markets to
absorb and recover from economic and financial shocks and is measured based on a
variety of economic metrics related to its financial capital resources
(e.g.,
the country’s deficit as a percentage of gross domestic product (“GDP”),
physical capital resources (e.g.,
total investment as a percentage of GDP), human resources (e.g.,
productivity, GDP per capital), and institutional and organizational resources
(i.e.,
measures of legal and corporate rights). A country’s investment opportunity is
measured based on short- and long-term
changes
in the country’s business and regulatory environment and equity market
valuations. Allocation across countries is based on an optimization model that
seeks to maximize the Index’s overall CPS while ensuring the Index portfolio is
liquid, well diversified across countries and regions, and transaction cost and
turnover efficient.
Stock
Selection
The
Index employs a multi-factor model for scoring and ranking stocks listed on a
securities exchange within each country in the Index universe. The model
combines 20 factors into three distinct factor composites, each seeking to score
different stock attributes:
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Component |
Examples |
Weight |
|
| |
Valuation |
Price-to-book
ratio, cash flow to enterprise value |
50% |
Quality |
Gross
profitability, return on invested capital, margin expansion, leverage,
debt & equity issuance |
30% |
Momentum |
Total
return for past six months |
20% |
|
| |
Stocks
are excluded from the Index universe if (i) they trade primarily in China, (ii)
the stock’s issuer is domiciled in Russia or India and does not have a
depositary receipt that meets the Index’s liquidity guidelines, (iii) the
stock’s issuer has a market capitalization of less than US$1 billion (US$800
million for stocks already in the Index), or (iv) the stock does not meet
certain minimum liquidity requirements.
At
the time of each reconstitution, the optimization model weights the remaining
stocks to maximize the attractive factor attributes of the stocks subject to the
following constraints: (i) a maximum allocation of 0.5% for any individual
stock, (ii) certain liquidity thresholds, (iii) a maximum allocation of 7.5% for
any individual country, and (iv) sector allocations constrained to remain close
to their sector weights in a traditional market capitalization weighted index.
All
rules are systematized and rely on data available at the end of each rebalancing
period. The Index is reconstituted and rebalanced semi-annually in January and
July. As of December 1, 2023, the Index was comprised of 245 component
securities and had significant exposure to the financials, consumer
discretionary, industrials, and information technology.
The
Index was created on December 31, 2014 by Vident Financial, LLC, the former
parent of Vident Asset Management (“Vident” or the “Adviser”) for use by the
Fund. The Adviser now also serves as the International Equity ETF’s index
provider.
The
Fund’s Investment Strategy
Under
normal circumstances, at least 80% of the net assets, plus borrowings for
investment purposes, of the Fund will be invested in equity
securities.
The
Fund attempts to invest all, or substantially all, of its assets in the common
stocks that make up the Index. The Fund expects to use a “replication” strategy
to achieve its investment objective, meaning it will invest in all of the
component securities of the Index, but may, when the adviser believes it is in
the best interests of the Fund, use a “representative sampling” strategy,
meaning it may invest in a sample of the securities in the Index whose risk,
return and other characteristics closely resemble the risk, return and other
characteristics of the Index as a whole.
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.
Principal Risks of Investing in
the Fund
The
principal risks of investing in the Fund are summarized below. The principal
risks are presented in alphabetical order to facilitate finding particular risks
and comparing them with other funds. Each risk summarized below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears. As with any investment, there is a risk that you could lose all or
a portion of your investment in the Fund. Some or all of these
risks may adversely affect the Fund’s net asset value per share (“NAV”), trading
price, yield, total return and/or ability to meet its objectives. For more
information about the risks of investing in the Fund, see the section in the
Fund’s Prospectus titled “Additional Information About the Funds.”
•Capital
Controls and Sanctions Risk. Economic conditions, such as volatile currency exchange rates and
interest rates, political events, military action and other conditions may,
without prior warning, lead to foreign government intervention (including
intervention by the U.S. government with respect to foreign governments,
economic sectors, foreign companies and related securities and interests) and
the imposition of capital controls and/or sanctions, which may also include
retaliatory actions of one government against another government, such as
seizure of assets. Capital controls and/or sanctions include the prohibition of,
or restrictions on, the ability to transfer currency, securities or other
assets. Capital controls and/or sanctions may also impact the ability of the
Fund to buy, sell or otherwise transfer securities or currency, negatively
impact the value and/or liquidity of such instruments, adversely affect the
trading market and price for Shares, and cause the Fund to decline in
value.
•Currency
Exchange Rate Risk. The Fund may invest a relatively large percentage of its assets in
investments denominated in non-U.S. currencies or in securities that provide
exposure to such currencies. Changes in currency exchange rates and the relative
value of non-U.S. currencies will affect the value of the Fund’s investment and
the value of your Shares. Currency exchange rates can be very volatile and can
change quickly and unpredictably. As a result, the value of an investment in the
Fund may change quickly and without warning and you may lose
money.
•Emerging
Markets Risk. The Fund may invest in companies organized in emerging market
nations. Investments in securities and instruments traded in developing or
emerging markets, or that provide exposure to such securities or markets, can
involve additional risks relating to political, economic, or regulatory
conditions not associated with investments in U.S. securities and instruments or
investments in more developed international markets. Such conditions may impact
the ability of the Fund to buy, sell or otherwise transfer securities, adversely
affect the trading market and price for Shares and cause the Fund to decline in
value.
•Equity
Market Risk.
The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues (such as the global pandemic caused by the COVID-19 virus), recessions,
rising inflation, or other events could have a significant negative impact on
the Fund and its investments. Such events may affect certain geographic regions,
countries, sectors and industries more significantly than others. Such events
could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks.
The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
◦Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The Fund has a limited number of financial institutions that may act
as Authorized Participants (“APs”). In addition, there may be a limited number
of market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, Shares may trade at a material discount to
NAV and possibly face delisting: (i) APs exit the business or otherwise
become unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage
commissions imposed by brokers and bid-ask spreads, frequent trading of Shares
may significantly reduce investment results and an investment in Shares may not
be advisable for investors who anticipate regularly making small
investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant. Because
securities held by the Fund may trade on foreign
exchanges that are closed when the Fund’s primary listing exchange is
open, the Fund is likely to experience premiums and discounts greater than those
of domestic ETFs.
◦Trading. Although Shares are listed for trading on
NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other than
the Exchange, there can be no assurance that Shares will trade with any volume,
or at all, on any stock exchange. In stressed market conditions, the liquidity
of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio
holdings, which can be significantly less liquid than Shares, and this could
lead to differences between the market price of the Shares and the underlying
value of those Shares.
•Foreign
Securities Risk. Investments in non-U.S. securities involve certain risks that may
not be present with investments in U.S. securities. For example, investments in
non-U.S. securities may be subject to risk of loss due to foreign currency
fluctuations or to political or economic instability. Investments in non-U.S.
securities also may be subject to withholding or other taxes and may be subject
to additional trading, settlement, custodial, and operational risks. These and
other factors can make investments in the Fund more volatile and potentially
less liquid than other types of investments.
•Geographic
Investment Risk. To the extent the Fund invests a significant portion of its assets
in the securities of companies of a single country or region, it is more likely
to be impacted by events or conditions affecting that country or
region.
•Geopolitical
Risk. Some countries and regions in which the Fund invests have
experienced security concerns, war or threats of war and aggression, terrorism,
economic uncertainty, natural and environmental disasters and/or systemic market
dislocations that have led, and in the future may lead, to increased short-term
market volatility and may have adverse long-term effects on the U.S. and world
economies and markets generally, each of which may negatively impact the Fund’s
investments.
•Large-Capitalization
Investing.
The
Fund’s performance may be adversely affected if securities of large cap
companies underperform securities of smaller-capitalization companies or the
market as a whole. The securities of large cap companies may be relatively
mature compared to smaller companies and therefore subject to slower growth
during times of economic expansion. Large-capitalization companies may also be
unable to respond quickly to new competitive challenges, such as changes in
technology and consumer tastes.
•Mid-Capitalization
Investing.
The Fund may invest in the securities of mid-capitalization
companies. As a result, the Fund’s performance may be adversely affected if
securities of mid-capitalization companies underperform securities of other
capitalization ranges or the market as a whole. Securities of smaller companies
are often more vulnerable to market volatility than securities of larger
companies.
•Passive
Investment Risk.
The Fund invests in the securities included in, or representative of, the Index
regardless of their investment merit. The Fund does not attempt to outperform
the 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 the Index.
•Sector
Risk. To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors. The Fund may invest a significant portion of its assets in
the following sectors and, therefore, the performance of the Fund could be
negatively impacted by events affecting each of these sectors.
◦Financials
Sector Risk. This
sector, which includes banks, insurance companies, and financial service firms,
can be significantly affected by changes in interest rates, government
regulation, the rate of defaults on corporate, consumer and government debt, the
availability and cost of capital, and fallout from the housing and sub-prime
mortgage crisis. Banks, in particular, are subject to volatile interest rates,
severe price competition, and extensive government oversight and regulation,
which may limit certain economic activities available to banks, impact their
fees and overall profitability, and establish capital maintenance requirements.
In addition, banks may have concentrated portfolios of loans or investments that
make them vulnerable to economic conditions that affect that industry. Insurance
companies are subject to similar risks as banks, including adverse economic
conditions, changes in interest rates, increased competition and government
regulation, but insurance companies are more at risk from changes in tax law,
government imposed premium rate caps, and catastrophic events, such as
earthquakes, floods, hurricanes and terrorist acts. This sector has experienced
significant losses in the recent past, and the impact of higher interest rates,
more stringent capital requirements, and of recent or future regulation on any
individual financial company, or on the sector as a whole, cannot be predicted.
In recent years, cyber attacks and technology malfunctions and failures have
become increasingly frequent in the financial sector and have caused significant
losses.
◦Consumer
Discretionary Sector Risk.
The success of consumer product manufacturers and retailers is tied closely to
the performance of domestic and international economies, interest rates,
exchange rates, competition, consumer confidence, changes in demographics and
consumer preferences. Companies in the consumer discretionary sector depend
heavily on disposable household income and consumer spending, and such companies
may be strongly affected by social trends and marketing campaigns. These
companies may be subject to severe competition, which may have an adverse impact
on their profitability.
◦Industrials
Sector Risk. The
industrials sector can be significantly affected by, among other things,
worldwide economic growth, supply and demand for specific products and services,
rapid technological developments, international political and economic
developments, environmental issues, tariffs and trade barriers, and tax and
governmental regulatory policies. As the demand for, or prices of, industrials
increase, the value of the Fund’s investments generally would be expected to
also increase. Conversely, declines in the demand for, or prices of, industrials
generally would be expected to contribute to declines in the value of such
securities. Such declines may occur quickly and without warning and may
negatively impact the value of the Fund and your
investment.
◦Information
Technology Sector Risk. Market
or economic factors impacting information technology companies and companies
that rely heavily on technological advances could have a significant effect on
the value of the Fund’s investments. The value of stocks of information
technology companies and companies that rely heavily on technology is
particularly vulnerable to rapid changes in technology product cycles, rapid
product obsolescence, government regulation and competition, both domestically
and internationally, including competition from foreign competitors with lower
production costs. Stocks of information technology companies and companies that
rely heavily on technology, especially those of smaller, less-seasoned
companies, tend to be more volatile than the overall market. Information
technology companies are heavily dependent on patent and intellectual property
rights, the loss or impairment of which may adversely affect
profitability.
•Small-Capitalization
Investing. The Fund may invest in the securities of small-capitalization
companies. As a result, the Fund may be more volatile than funds that invest in
larger, more established companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Small-capitalization companies may be particularly sensitive
to changes in interest rates, government regulation, borrowing costs and
earnings.
•Tracking
Error Risk.
As with all index funds, the performance of the Fund and the Index
may differ from each other for a variety of reasons. For example, the Fund
incurs operating expenses and portfolio transaction costs not incurred by the
Index. In addition, the Fund may not be fully invested in the securities of the
Index at all times or may hold securities not included in the
Index.
Performance
The following
performance information indicates some of the risks of investing in the
Fund. The bar chart shows the Fund’s performance for calendar
years ended December 31. The table illustrates how the Fund’s average annual
returns for the 1-year, 5-year, and since inception periods compare with those
of indexes that provide a broad measure of market performance and the indexes
tracked by the Fund during the applicable period. The Fund’s past
performance, before and after taxes, does not necessarily indicate how it will
perform in the future. Updated performance information is
available on the Fund’s website at www.videntam.com.
Calendar Year Total
Returns
For
the year-to-date period ended
September 30,
2023, the Fund’s total return was 7.37%. During the period of time shown
in the bar chart, the Fund’s highest quarterly return
was 21.75% for the quarter ended December 31, 2020,
and the lowest quarterly return was
-32.08% for the quarter ended March 31,
2020.
Average Annual Total Returns
For the Periods Ended December 31,
2022
|
|
|
|
|
|
|
|
|
|
| |
Vident
International Equity Strategy ETF™ |
1
Year |
5
Year |
Since
Inception
(10/29/2013) |
Return Before
Taxes |
-13.90% |
-1.39% |
1.48% |
Return After
Taxes on Distributions |
-14.87% |
-2.08% |
0.96% |
Return After
Taxes on Distributions and Sale of Shares |
-7.24% |
-0.86% |
1.33% |
Vident
Core International Equity Index/Vident International Equity
Index1 (reflects no deduction for
fees, expenses, or taxes) |
-12.86% |
-0.61% |
2.37% |
|
|
| |
|
|
| |
Morningstar
Global Markets ex-US Large-Mid Index
(reflects no deduction for
fees, expenses, or taxes) |
-15.96% |
1.17% |
2.89% |
Morningstar
Global Markets ex-US Index
(reflects no deduction for
fees, expenses, or taxes) |
-16.15% |
1.07% |
3.11% |
1
Effective January 6, 2016, the Fund’s investment objective changed
to track the performance, before fees and expenses, of the Vident Core
International Equity Index. Prior to January 6, 2016, the Fund’s investment
objective was to track the price and total return performance, before fees and
expenses, of the Vident International Equity Index. Performance shown for
periods prior to January 6, 2016, is that of the Vident International Equity
Index.
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates during the period covered by the table above and do not reflect the impact
of state and local taxes. Actual
after-tax returns depend on an investor’s tax situation and may differ from
those shown. After-tax returns shown are not relevant to investors who hold
their Shares through tax-deferred arrangements such as an individual retirement
account (“IRA”) or other tax-advantaged accounts. In certain cases, the figure
representing “Return After Taxes on Distributions and Sale of Shares” may be
higher than the other return figures for the same period. A higher after-tax
return results when a capital loss occurs upon redemption and provides an
assumed tax deduction that benefits the
investor.
Management
|
|
|
|
| |
Adviser: |
Vident
Asset Management |
| |
Portfolio
Managers: |
Rafael
Zayas, CFA, SVP, Head of Portfolio Management and Trading for Vident, has
been a portfolio manager of the Fund since September
2017. |
|
Austin
Wen, CFA, Portfolio Manager for Vident, has been a portfolio manager of
the Fund since June 2020. |
|
Ryan
Dofflemeyer, Senior Portfolio Manager for Vident, has been a portfolio
manager of the Fund since December
2020. |
Purchase
and Sale of Shares
Shares
are listed on the Exchange, and individual Shares may only be bought and sold in
the secondary market through brokers at market prices, rather than NAV. Because
Shares trade at market prices rather than NAV, Shares may trade at a price
greater than NAV (premium) or less than NAV (discount).
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem. The
Fund generally issues and redeems Creation Units in exchange for a portfolio of
securities and/or a designated amount of U.S. cash.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its NAV, market price, premiums and discounts, and bid-ask spreads is
available on the Fund’s website at www.videntam.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged account. Distributions on investments made through
tax-deferred arrangements may be taxed later upon withdrawal of assets from
those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
Additional
Information About the Funds’ Investment Objectives. Each
of the U.S. Bond ETF, U.S. Equity ETF, and International Equity ETF (each, a
“Fund” and, collectively, the “Funds”) seeks to track the performance, before
fees and expenses, of an index developed by Vident Asset Management. The Indexes
consist of securities in the market suggested by the Fund’s name that meet
specific criteria developed by Vident. Each Fund’s investment objective has been
adopted as a non-fundamental investment policy and may be changed without
shareholder approval upon written notice to shareholders.
Additional
Information About the Funds’ Investment Strategies.
The Funds have adopted the following policies to comply with Rule 35d-1
under the Investment Company Act of 1940. Such policies have been adopted as
non-fundamental investment policies and may be changed without shareholder
approval upon 60 days’ written notice to shareholders. With respect to the
policies below, the Funds define “equity securities” to mean common and
preferred stocks, rights, warrants, depositary receipts, equity interests in
real estate investment trusts (“REITs”), and master limited partnerships.
Under
normal circumstances, at least 80% of the net assets, plus borrowings for
investment purposes, of the U.S. Equity ETF will be invested in equity
securities that are principally traded in the United States.
Under
normal circumstances, at least 80% of the net assets, plus borrowings for
investment purposes, of the U.S. Bond ETF will be invested in debt instruments
that are principally traded in the United States.
Under
normal circumstances, at least 80% of the net assets, plus borrowings for
investment purposes, of the International Equity ETF will be invested in equity
securities.
Vident
Core U.S. Bond Index™
Unlike
most traditional indices that weight issuers based on market capitalization, the
U.S. Bond Index uses a risk-based assessment of issuers, together with factors
related to their attractiveness based on evolving economic, market and valuation
conditions. The Index also seeks to mitigate some of the risks often associated
with market capitalization-weighted indices, including issuer concentration.
Each
issuer is determined to be a “U.S. issuer” based primarily on its place of
organization or principal place of business. However, U.S. issuers with
extensive foreign operations may be eliminated from the Index based on a variety
of factors, such as the geographic location of the issuer’s assets, revenue
sources, manufacturing facilities, employees and customers.
Duration
is a measure of the sensitivity of a security's price to changes in interest
rates. The longer a security’s duration, the more sensitive it will be to
changes in interest rates. Similarly, a portfolio with a longer average duration
will be more sensitive to changes in interest rates than a portfolio with a
shorter average duration. For example, if interest rates decline by 1%, the
market value of a portfolio with a duration of five years would rise by
approximately 5%. Conversely, if interest rates increase by 1%, the market value
of the portfolio would decline by approximately 5%. For variable and floating
rate instruments, the duration calculation incorporates the time to the next
coupon reset date.
Vident
U.S. Quality Index™
The
Index seeks to mitigate a number of issues often identified in traditional
market capitalization-weighted indices including, but not limited to, owning low
quality companies, owning companies with poor governance scores, highly
concentrated positions, and illiquid positions.
Each
issuer is determined to be a “U.S. issuer” based primarily on its place of
organization or principal place of business. However, U.S. issuers with
extensive foreign operations may be eliminated from the Index based on a variety
of factors, such as the geographic location of the issuer’s assets, revenue
sources, manufacturing facilities, employees and customers.
Vident
Core International Equity Index™
The
Index seeks to mitigate some of the risks often associated with market
capitalization-weighted indices, including country, currency and issuer
concentration, as well as higher weightings in more developed countries that
also exhibit lower structural growth and deteriorating fiscal and/or fundamental
risk characteristics.
Each
issuer is associated with a country based primarily on its place of organization
or the location of its primary listing exchange. However, issuers with
multi-national operations may be assigned to an alternate country based on a
variety of factors, such as the geographic location of the issuer’s assets,
revenue sources, manufacturing facilities, employees and customers.
Each
country is assigned a CPS semi-annually that identifies its fundamental risk
characteristics (such as fiscal characteristics, monetary policy, political
stability, demographics and economic freedom characteristics), while balancing
those risks with a country’s respective opportunities. The rankings of stocks
are also adjusted semi-annually utilizing a multi-factor model ranking stocks
based on valuation, quality and momentum characteristics.
Additional
Information About the Funds’ Principal Risks. This
section provides additional information regarding the principal risks described
in each Fund Summary. As in each Fund Summary, the principal risks below are
presented in alphabetical order to facilitate finding particular risks and
comparing them with other funds. Each risk described below is considered a
“principal risk” of investing in the applicable Fund, regardless of the order in
which it appears. Each of the factors below could have a negative impact on the
applicable Fund’s performance and trading prices.
Call
Risk (U.S.
Bond ETF only). During
periods of falling interest rates, an issuer of a callable bond held by the Fund
may “call” or repay the security before its stated maturity, which may result in
the Fund having to reinvest the proceeds at lower interest rates, resulting in a
decline in the Fund’s income.
Capital
Controls and Sanctions Risk (International
Equity ETF only).
Economic
conditions, such as volatile currency exchange rates and interest rates,
political events, military action and other conditions, may, without prior
warning, lead to government intervention (including intervention by the U.S.
government with respect to foreign governments, economic sectors, foreign
companies and related securities and interests) and the imposition of capital
controls and/or sanctions, which may also include retaliatory actions of one
government against another government, such as seizure of assets. Capital
controls and/or sanctions include the prohibition of, or restrictions on, the
ability to transfer currency, securities or other assets. Levies may be placed
on profits repatriated by foreign entities (such as the Fund). Capital controls
and/or sanctions may also impact the ability of the Fund to buy, sell or
otherwise transfer securities or currency, negatively impact the value and/or
liquidity of such instruments, adversely affect the trading market and price for
Shares, and cause the Fund to decline in value.
Credit
Risk (U.S.
Bond ETF only). Credit
risk is the risk that an issuer or guarantor of debt instruments or the
counterparty to a derivatives contract, repurchase agreement or loan of
portfolio securities will be unable or unwilling to make its timely interest
and/or principal payments or to otherwise honor its obligations. Debt
instruments are subject to varying degrees of credit risk, which may be
reflected in their credit ratings. There is the chance that the Fund’s portfolio
holdings will have their credit ratings downgraded or will default (i.e.,
fail to make scheduled interest or principal payments), potentially reducing the
Fund’s income level or share price.
Currency
Exchange Rate Risk (International
Equity ETF only). Changes
in currency exchange rates and the relative value of non-U.S. currencies will
affect the value of the Fund’s investments and the value of your Shares. Because
the Fund’s NAV is determined on the basis of U.S. dollars, the U.S. dollar value
of your investment in the Fund may go down if the value of the local currency of
the non-U.S. markets in which the Fund invests depreciates against the U.S.
dollar. This is true even if the local currency value of securities in the
Fund’s holdings goes up. Conversely, the dollar value of your investment in the
Fund may go up if the value of the local currency appreciates against the U.S.
dollar. The value of the U.S. dollar measured against other currencies is
influenced by a variety of factors. These factors include: national debt levels
and trade deficits, changes in balances of payments and trade, domestic and
foreign interest and inflation rates, global or regional political, economic or
financial events, monetary policies of governments, actual or potential
government intervention, and global energy prices. Political instability, the
possibility of government intervention and restrictive or opaque business and
investment policies may also reduce the value of a country’s currency.
Government monetary policies and the buying or selling of currency by a
country’s government may also influence exchange rates. Currency exchange rates
can be very volatile and can change quickly and unpredictably. As a result, the
value of an investment in the Fund may change quickly and without warning, and
you may lose money.
Emerging
Markets Risk (International
Equity ETF only).
Investments
in securities and instruments traded in developing or emerging markets, or that
provide exposure to such securities or markets, can involve additional risks
relating to political, economic, or regulatory conditions not associated with
investments in U.S. securities and instruments. For example, developing and
emerging markets may be subject to (i) greater market volatility,
(ii) lower trading volume and liquidity, (iii) greater social,
political and economic uncertainty, (iv) governmental controls on foreign
investments and limitations on repatriation of invested capital, (v) lower
disclosure, corporate governance, auditing and financial reporting standards,
(vi) fewer protections of property rights, (vii) fewer investor rights
and limited legal or practical remedies available to investors against emerging
market companies, (viii) restrictions on the transfer of securities or
currency, and (ix) settlement and trading practices that differ from those
in U.S. markets. Each of these factors may impact the ability of the Fund to
buy, sell or otherwise transfer securities, adversely affect the trading market
and price for Shares and cause the Fund to decline in value.
Equity
Market Risk (U.S.
Equity ETF and International Equity ETF only).
Common stocks are susceptible to general stock market fluctuations and to
volatile increases and decreases in value as market confidence in and
perceptions of their issuers change. These investor perceptions are based on
various and unpredictable factors including: expectations regarding government,
economic, monetary and fiscal policies; inflation and interest rates; economic
expansion or contraction; local, regional or global events
such
as acts of terrorism or war, including Russia’s invasion of Ukraine; and global
or regional political, economic, public health, and banking crises. If you held
common stock, or common stock equivalents, of any given issuer, you would
generally be exposed to greater risk than if you held preferred stocks and debt
obligations of the issuer because common stockholders, or holders of equivalent
interests, generally have inferior rights to receive payments from issuers in
comparison with the rights of preferred stockholders, bondholders, and other
creditors of such issuers.
Beginning
in the first quarter of 2020, financial markets in the United States and around
the world experienced extreme and, in many cases, unprecedented volatility and
severe losses due to the global pandemic caused by COVID-19, a novel
coronavirus. The pandemic resulted in a wide range of social and economic
disruptions, including closed borders, voluntary or compelled quarantines of
large populations, stressed healthcare systems, reduced or prohibited domestic
or international travel, and supply chain disruptions affecting the United
States and many other countries. Some sectors of the economy and individual
issuers experienced particularly large losses as a result of these disruptions.
Although the immediate effects of the COVID-19 pandemic have begun to dissipate,
global markets and economies continue to contend with the ongoing and long-term
impact of the COVID-19 pandemic and the resultant market volatility and economic
disruptions. It is unknown how long circumstances related to the pandemic will
persist, whether they will reoccur in the future, whether efforts to support the
economy and financial markets will be successful, and what additional
implications may follow from the pandemic. The impact of these events and other
epidemics or pandemics in the future could adversely affect Fund performance.
ETF
Risks.
Each
Fund is an ETF, and, as a result of an ETF’s structure, is exposed to the
following risks:
◦APs,
Market Makers, and Liquidity Providers Concentration Risk.
The Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. To the extent either of the following events
occur, Shares may trade at a material discount to NAV and possibly face
delisting: (i) APs exit the business or otherwise become unable to process
creation and/or redemption orders and no other APs step forward to perform these
services, or (ii) market makers and/or liquidity providers exit the business or
significantly reduce their business activities and no other entities step
forward to perform their functions.
◦Cash
Redemption Risk (U.S. Bond ETF only). When
the Fund’s investment strategy requires it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds, it may be required to
sell or unwind portfolio investments in order to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind
(i.e.,
distribute securities as payment of redemption proceeds). As a result, the Fund
may pay out higher annual capital gain distributions than if the in-kind
redemption process was used.
◦Costs
of Buying or Selling Shares.
Investors buying or selling Shares in the secondary market will pay brokerage
commissions or other charges imposed by brokers, as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of Shares. In addition, secondary market investors will also incur the cost of
the difference between the price at which an investor is willing to buy Shares
(the “bid” price) and the price at which an investor is willing to sell Shares
(the “ask” price). This difference in bid and ask prices is often referred to as
the “spread” or “bid-ask spread.” The bid-ask spread varies over time for Shares
based on trading volume and market liquidity, and the spread is generally lower
if Shares have more trading volume and market liquidity and higher if Shares
have little trading volume and market liquidity. Further, a relatively small
investor base in the Fund, asset swings in the Fund, and/or increased market
volatility may cause increased bid-ask spreads. Due to the costs of buying or
selling Shares, including bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility or periods of
steep market declines. The market price of Fund 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 Fund shares. In times of severe market disruption, the bid-ask spread
can increase significantly. At those times, Fund shares are most likely to be
traded at a discount to NAV, and the discount is likely to be greatest when the
price of Fund shares is falling fastest, which may be the time that you most
want to sell your Fund shares. The Adviser believes that, under normal market
conditions, large market price discounts or premiums to NAV will not be
sustained because of arbitrage opportunities. In addition, because securities
held by the International Equity ETF may trade on foreign exchanges that are
closed when its primary listing exchange is open, the International Equity ETF
is likely to experience premiums and discounts greater than those of domestic
ETFs.
◦Trading.
Although Shares are listed for trading on the Exchange and may be listed or
traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can
be no assurance that an active trading market for such Shares will develop or be
maintained. Trading in Shares may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares inadvisable.
In addition, trading in Shares on the Exchange is subject to trading halts
caused by extraordinary market volatility pursuant to Exchange “circuit breaker”
rules, which temporarily halt trading on the Exchange when a decline in the
S&P 500®
Index during a single day reaches certain thresholds (e.g.,
7%, 13%, and 20%). Additional rules applicable to the Exchange may halt trading
in Shares when extraordinary volatility causes sudden, significant swings in
the
market price of Shares. There can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than Shares, and this
could lead to differences between the market price of the Shares and the
underlying value of those Shares.
Extension
Risk (U.S.
Bond ETF only). During
periods of rising interest rates, certain debt obligations will be paid off
substantially more slowly than originally anticipated and the value of those
securities may fall sharply, resulting in a decline in the Fund’s income and
potentially in the value of the Fund’s investments.
Foreign
Securities Risk
(International
Equity ETF only).
Investments in non-U.S. securities involve certain risks that may not be present
with investments in U.S. securities. For example, investments in non-U.S.
securities may be subject to risk of loss due to foreign currency fluctuations
or to political or economic instability. There may be less information publicly
available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be
subject to different accounting, auditing, financial reporting and investor
protection standards than U.S. issuers. Investments in non-U.S. securities may
be subject to withholding or other taxes and may be subject to additional
trading, settlement, custodial, and operational risks. With respect to certain
countries, there is the possibility of government intervention and expropriation
or nationalization of assets. Because legal systems differ, there is also the
possibility that it will be difficult to obtain or enforce legal judgments in
certain countries. Since foreign exchanges may be open on days when the Fund
does not price its Shares, the value of the securities in the Fund’s portfolio
may change on days when shareholders will not be able to purchase or sell the
Shares. Conversely, Shares may trade on days when foreign exchanges are closed.
Each of these factors can make investments in the Fund more volatile and
potentially less liquid than other types of investments.
Geographic
Investment Risk
(International
Equity ETF only).
To
the extent that the Fund invests a significant portion of its assets in the
securities of companies of a single country or region, it is more likely to be
impacted by events or conditions affecting that country or region. For example,
political and economic conditions and changes in regulatory, tax, or economic
policy in a country could significantly affect the market in that country and in
surrounding or related countries and have a negative impact on the Fund’s
performance. Currency developments or restrictions, political and social
instability, and changing economic conditions have resulted in significant
market volatility.
Geopolitical
Risk
(International
Equity ETF only). Some
countries and regions in which the Fund invests have experienced security
concerns, war or threats of war and aggression, terrorism, economic uncertainty,
natural and environmental disasters and/or systemic market dislocations that
have led, and in the future may lead, to increased short-term market volatility
and may have adverse long-term effects on the U.S. and world economies and
markets generally. Such geopolitical and other events may also disrupt
securities markets and, during such market disruptions, the Fund’s exposure to
the other risks described herein will likely increase. Each of the foregoing may
negatively impact the Fund’s investments.
Government
Obligations Risk (U.S.
Bond ETF only). The
Fund may invest in securities issued, sponsored or guaranteed by the U.S.
government, its agencies and instrumentalities. However, no assurance can be
given that the U.S. government will provide financial support to U.S.
government-sponsored agencies or instrumentalities where it is not obligated to
do so by law. For instance, securities issued by the Government National
Mortgage Association (“Ginnie Mae”) are supported by the full faith and credit
of the United States. Securities issued by Fannie Mae and Freddie Mac have
historically been supported only by the discretionary authority of the U.S.
government. While the U.S. government provides financial support to various U.S.
government-sponsored agencies and instrumentalities, such as those listed above,
no assurance can be given that it will always do so. In September 2008, at the
direction of the U.S. Department of the Treasury, Fannie Mae and Freddie Mac
were placed into conservatorship under the Federal Housing Finance Agency
(“FHFA”), an independent regulator, and they remain in such status as of the
date of this Prospectus. The U.S. government also took steps to provide
additional financial support to Fannie Mae and Freddie Mac.
The
total public debt of the United States as a percentage of gross domestic product
has grown rapidly since the beginning of the 2008–2009 financial downturn.
Although high debt levels do not necessarily indicate or cause economic
problems, they may create certain systemic risks if sound debt management
practices are not implemented. A high national debt can raise concerns that the
U.S. government will not be able to make principal or interest payments when
they are due. This increase has also necessitated the need for the U.S. Congress
to negotiate adjustments to the statutory debt ceiling to increase the cap on
the amount the U.S. government is permitted to borrow to meet its existing
obligations and finance current budget deficits. In August 2023, Fitch lowered
its long-term sovereign credit rating on the U.S. In explaining the downgrade,
Fitch cited, among other reasons, expected fiscal deterioration of the U.S.
government and extended and contentious negotiations related to raising the
government's debt ceiling. An increase in national debt levels may also
necessitate the need for the U.S. Congress to negotiate adjustments to the
statutory debt ceiling to increase the cap on the amount the U.S. Government is
permitted to borrow to meet its existing obligations and finance current budget
deficits. Future downgrades could increase volatility in domestic and foreign
financial markets, result in higher interest rates, lower prices of U.S.
Treasury securities and increase the costs of different kinds of debt. Any
controversy or ongoing uncertainty regarding the statutory debt ceiling
negotiations may impact the U.S. long-term sovereign
credit
rating and may cause market uncertainty. As a result, market prices and yields
of securities supported by the full faith and credit of the U.S. government may
be adversely affected.
High-Yield
Securities Risk (U.S.
Bond ETF only). Below
investment grade instruments are commonly referred to as “junk” or high-yield
instruments and are regarded as predominantly speculative with respect to the
issuer’s capacity to pay interest and repay principal. Lower grade instruments
may be particularly susceptible to economic downturns. It is likely that a
prolonged or deepening economic recession could adversely affect the ability of
the issuers of such instruments to repay principal and pay interest thereon,
increase the incidence of default for such instruments and severely disrupt the
market value of such instruments.
Lower
grade instruments, though higher yielding, are characterized by higher risk.
They may be subject to certain risks with respect to the issuing entity and to
greater market fluctuations than certain lower yielding, higher rated
instruments. The retail secondary market for lower grade instruments may be less
liquid than that for higher rated instruments. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may also decrease the
value and liquidity of these high-yield securities. Adverse conditions could
make it difficult at times for the Fund to sell certain instruments or could
result in lower prices than those used in calculating the Fund’s NAV. Because of
the substantial risks associated with investments in lower grade instruments,
investors could lose money on their investment in the Fund, both in the
short-term and the long-term.
The
Fund’s investments in distressed and defaulted securities may be considered
speculative and involve substantial risks in addition to the risks of investing
in junk bonds. The Fund will generally not receive interest payments on the
distressed securities and the principal may also be at risk. These securities
may present a substantial risk of default or may be in default at the time of
investment, requiring the Fund to incur additional costs.
Interest
Rate Risk (U.S.
Bond ETF only).
Generally, the value of fixed income securities, as well as hybrid securities
with fixed income characteristics, will change inversely with changes in
interest rates. As interest rates rise, the value of fixed income securities and
such hybrid securities held by the Fund is likely to decrease. Conversely, as
interest rates fall, the market value of fixed income securities and such hybrid
securities tend to increase. Securities with longer durations tend to be more
sensitive to interest rate changes, usually making them more volatile than
securities with shorter durations. For example, the price of a bond with a
three-year duration would be expected to drop by approximately 3% in response to
a 1% increase in interest rates. To the extent the Fund invests a substantial
portion of its assets in fixed income securities and hybrid securities with
longer-term durations, rising interest rates may cause the value of the Fund’s
investments to decline significantly.
Issuer-Specific
Risk (U.S.
Bond ETF only). Changes
in the financial condition of an issuer or counterparty, changes in specific
economic or political conditions that affect a particular type of security or
issuer, and changes in general economic or political conditions can affect a
security’s or instrument’s value. The value of securities of smaller, less
well-known issuers can be more volatile than that of larger issuers.
Issuer-specific events can have a negative impact on the value of the
Fund.
Liquidity
Risk (U.S.
Bond ETF only).
Liquidity
risk exists when particular investments are difficult to purchase or sell. To
the extent the Fund invests in illiquid securities or securities that become
less liquid, such investments may have a negative effect on the returns of the
Fund because the Fund may be unable to sell the illiquid securities at an
advantageous time or price. To the extent that the Fund’s principal investment
strategies involve investing in securities with substantial market and/or credit
risk, the Fund will tend to have the greatest exposure to liquidity risk. Liquid
investments may become illiquid after purchase by the Fund, particularly during
periods of market turmoil. Illiquid investments may be harder to value,
especially in changing markets, and if the Fund is forced to sell these
investments to meet redemption requests or for other cash needs, the Fund may
suffer a loss. There can be no assurance that a security that is deemed to be
liquid when purchased will continue to be liquid for as long as it is held by
the Fund.
Market
Capitalization Risk.
◦Large-Capitalization
Investing (U.S. Equity ETF and International Equity ETF only).
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 (U.S. Equity ETF and International Equity ETF only). The
securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies, but they may also be subject to slower growth
than small-capitalization companies during times of economic expansion. The
securities of mid-capitalization companies generally trade in lower volumes and
are subject to greater and more unpredictable price changes than large
capitalization stocks or the stock market as a whole, but they may also be
nimbler and more responsive to new challenges than large-capitalization
companies. Some mid-capitalization companies have limited product lines,
markets, financial resources, and management personnel and tend to concentrate
on fewer geographical markets relative to large-capitalization
companies.
◦Small-Capitalization
Investing (U.S. Equity ETF and International Equity ETF only). The
securities of small-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some small capitalization companies have limited product
lines, markets, and financial and managerial resources and tend to concentrate
on fewer geographical markets relative to larger capitalization companies. There
is typically less publicly available information concerning
smaller-capitalization companies than for larger, more established companies.
Small-capitalization companies also may be particularly sensitive to changes in
interest rates, government regulation, borrowing costs and
earnings.
Market
Risk
(U.S.
Bond ETF only).
The
trading prices of debt securities and other instruments fluctuate in response to
a variety of factors. These factors include events impacting the entire market
or specific market segments, such as political, market and economic
developments, as well as events that impact specific issuers. A Fund’s NAV and
market price, like security and commodity prices generally, may fluctuate
significantly in response to these and other factors. As a result, an investor
could lose money over short or long periods of time.
Beginning
in the first quarter of 2020, financial markets in the United States and around
the world experienced extreme and, in many cases, unprecedented volatility and
severe losses due to the global pandemic caused by COVID-19, a novel
coronavirus. The pandemic resulted in a wide range of social and economic
disruptions, including closed borders, voluntary or compelled quarantines of
large populations, stressed healthcare systems, reduced or prohibited domestic
or international travel, and supply chain disruptions affecting the United
States and many other countries. Some sectors of the economy and individual
issuers experienced particularly large losses as a result of these disruptions.
Although the immediate effects of the COVID-19 pandemic have begun to dissipate,
global markets and economies continue to contend with the ongoing and long-term
impact of the COVID-19 pandemic and the resultant market volatility and economic
disruptions. It is unknown how long circumstances related to the pandemic will
persist, whether they will reoccur in the future, whether efforts to support the
economy and financial markets will be successful, and what additional
implications may follow from the pandemic. The impact of these events and other
epidemics or pandemics in the future could adversely affect Fund
performance.
Mortgage-
and Asset-Backed Securities Risk (U.S.
Bond ETF only). Mortgage-
and asset-backed securities are more sensitive to interest rate risk than other
types of fixed income securities. Modest movements in interest rates (both
increases and decreases) may quickly and significantly reduce the value of
certain types of these securities. When interest rates fall, mortgage- and
asset-backed securities may be subject to prepayment risk. Prepayment risk is
the risk that the borrower will prepay some or the entire principal owed to the
investor. If that happens, the Fund may have to replace the security by
investing the proceeds in a security with a lower yield. This could reduce the
share price and income distributions of the Fund, which invests in mortgage- and
asset-backed securities. When interest rates rise, certain types of mortgage-
and asset-backed securities are subject to extension risk. Mortgage- and
asset-backed securities can also be subject to the risk of default on the
underlying residential or commercial mortgage(s) or other assets. Weakening real
estate markets may cause default rates to rise, which would result in a decline
in the value of mortgage-backed securities.
Passive
Investment Risk.
Each Fund invests in the securities included in, or representative of, its Index
regardless of their investment merit. Each Fund does not attempt to outperform
its Index or take defensive positions in declining markets. As a result, a
Fund’s performance may be adversely affected by a general decline in the market
segments relating to its Index. The returns from the types of securities in
which a Fund invests may underperform returns from the various general
securities markets or different asset classes. This may cause a Fund to
underperform other investment vehicles that invest in different asset classes.
Different types of securities (for example, large-, mid- and
small-capitalization stocks) tend to go through cycles of doing better – or
worse – than the general securities markets. In the past, these periods have
lasted for as long as several years.
Portfolio
Turnover Risk (U.S.
Bond ETF only). Each
Fund may trade all or a significant portion of the securities in its portfolio
in connection with each rebalance and reconstitution of the Index. 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 a Fund due to
an increase in short-term capital gains.
Prepayment
Risk (U.S.
Bond ETF only). This
is the risk that a borrower will prepay some or the entire principal owed to the
Fund. If that happens, the Fund may have to replace the security by investing
the proceeds in a security with a lower yield. This could reduce the share price
and income distributions of the Fund.
Sector
Risk.
To the extent the Fund invests more heavily in particular sectors of the
economy, its performance will be especially sensitive to developments that
significantly affect those sectors.
◦Consumer
Discretionary Sector Risk (U.S. Equity ETF and International Equity ETF
only).
The success of consumer product manufacturers and retailers is tied closely to
the performance of domestic and international economies, interest rates,
exchange rates, competition, consumer confidence, changes in demographics and
consumer preferences. Companies in the
consumer
discretionary sector depend heavily on disposable household income and consumer
spending, and such companies may be strongly affected by social trends and
marketing campaigns. These companies may be subject to severe competition, which
may have an adverse impact on their profitability.
◦Financials
Sector Risk. (U.S.
Equity ETF and International Equity ETF only). Companies
in the financial sector of an economy, including banks, insurance companies, and
financial service firms, are often subject to extensive governmental regulation
and intervention, which may adversely affect the scope of their activities, the
prices they can charge and the amount of capital they must maintain.
Governmental regulation may change frequently and may have significant adverse
consequences for companies in the financial sector, including effects not
intended by such regulation. The impact of recent or future regulation in
various countries on any individual financial company or on the sector as a
whole cannot be predicted.
Certain
risks may impact the value of investments in the financial sector more severely
than those of investments outside this sector, including the risks associated
with companies that operate with substantial financial leverage. Companies in
the financial sector may also be adversely affected by increases in interest
rates and loan losses, decreases in the availability of money or asset
valuations, credit rating downgrades and adverse conditions in other related
markets.
Banks,
in particular, are subject to volatile interest rates, severe price competition,
and extensive government oversight and regulation, which may limit certain
economic activities available to banks, impact their fees and overall
profitability, and establish capital maintenance requirements. In addition,
banks may have concentrated portfolios of loans or investments that make them
vulnerable to economic conditions that affect that industry. Insurance companies
are subject to similar risks as banks, including adverse economic conditions,
changes in interest rates, increased competition and government regulation, but
insurance companies are more at risk from changes in tax law and government
imposed premium rate caps. Different segments of the insurance industry can be
significantly affected by mortality and morbidity rates, environmental clean-up
costs and catastrophic events such as earthquakes, floods, hurricanes and
terrorist acts.
The
financial sector is also a target for cyber attacks and may experience
technology malfunctions and disruptions. In recent years, cyber attacks and
technology failures have become increasingly frequent and have caused
significant losses.
◦Health
Care Sector Risk (U.S. Equity ETF only).
Companies in the health care sector are subject to extensive government
regulation and their profitability can be significantly affected by restrictions
on government reimbursement for medical expenses, rising costs of medical
products and services, pricing pressure (including price discounting), limited
product lines and an increased emphasis on the delivery of healthcare through
outpatient services. Companies in the health care sector are heavily dependent
on obtaining and defending patents, which may be time consuming and costly, and
the expiration of patents may also adversely affect the profitability of these
companies. Health care companies are also subject to extensive litigation based
on product liability and similar claims. In addition, their products can become
obsolete due to industry innovation, changes in technologies or other market
developments. Many new products in the health care sector require significant
research and development and may be subject to regulatory approvals, all of
which may be time consuming and costly with no guarantee that any product will
come to market.
◦Industrials
Sector Risk (International Equity ETF only). The
industrials sector can be significantly affected by, among other things,
worldwide economic growth, supply and demand for specific products and services,
rapid technological developments, international political and economic
developments, environmental issues, tariffs and trade barriers, and tax and
governmental regulatory policies. As the demand for, or prices of, industrials
increase, the value of the Fund’s investments generally would be expected to
also increase. Conversely, declines in the demand for, or prices of, industrials
generally would be expected to contribute to declines in the value of such
securities. Such declines may occur quickly and without warning and may
negatively impact the value of the Fund and your investment.
◦Information
Technology Sector Risk (U.S. Equity ETF and International Equity ETF
only).
Market
or economic factors impacting information technology companies and companies
that rely heavily on technological advances could have a significant effect on
the value of the Fund’s investments. The value of stocks of information
technology companies and companies that rely heavily on technology is
particularly vulnerable to rapid changes in technology product cycles, rapid
product obsolescence, government regulation and competition, both domestically
and internationally, including competition from foreign competitors with lower
production costs. Stocks of information technology companies and companies that
rely heavily on technology, especially those of smaller, less-seasoned
companies, tend to be more volatile than the overall market. Information
technology companies are heavily dependent on patent and intellectual property
rights, the loss or impairment of which may adversely affect profitability.
Additionally, companies in the technology sector may face dramatic and often
unpredictable changes in growth rates and competition for the services of
qualified personnel.
TBA
Securities and Rolls Risk (U.S.
Bond ETF only). The
Fund may invest in TBA securities. In a TBA transaction, a seller agrees to
deliver a security at a future date, but does not specify the particular
security to be delivered. Instead, the seller agrees to accept any security that
meets specified terms. The principal risks of TBA transactions are increased
credit risk and increased overall investment exposure.
The
Fund may enter into TBA roll transactions, in which the Fund sells
mortgage-backed securities for delivery in the current month and simultaneously
contracts to purchase substantially similar securities on a specified future
date from the same party. The investor may assume some risk because the
characteristics of the MBS delivered to the investor may be less favorable than
the MBS the investor delivered to the dealer. Because the dealer is not
obligated to return the identical MBS collateral that the investor has
delivered, both parties usually transact the dollar roll with generic MBS pools
that have the same or less value than the average TBA-eligible
security.
Tracking
Error Risk.
As
with all index funds, the performance of each Fund and its respective Index may
differ from each other for a variety of reasons. For example, the Funds incur
operating expenses and portfolio transaction costs not incurred by an Index. In
addition, the Funds may not be fully invested in the securities of their
respective Index at all times or may hold securities not included in the Index.
A Fund may use a representative sampling strategy to achieve its investment
objective, if the Fund’s Adviser believes it is in the best interest of the
Fund, which generally can be expected to produce a greater non-correlation
risk.
Information
about the Funds’ daily portfolio holdings is available at www.videntam.com. A
description of the Funds’ policies and procedures with respect to the disclosure
of the Funds’ portfolio holdings is available in the Funds’ Statement of
Additional Information (“SAI”).
Investment
Adviser
Vident
Asset Management (“Vident”) serves as the investment adviser to the Funds.
Vident is owned by Vident Capital Holdings, LLC which is controlled by MM VAM,
LLC. MM VAM, LLC is owned by Casey Crawford. Its principal office is located at
1125 Sanctuary Parkway, Suite 515, Alpharetta, Georgia 30009. Pursuant to the
Investment Advisory Agreement, each Fund pays Vident a unitary management fee,
which is calculated daily and paid monthly, at an annual rate based on a
percentage of each Fund’s average daily net assets, as shown in the following
table:
|
|
|
|
| |
Fund |
Management Fee |
Vident
U.S. Bond Strategy ETF™ |
0.41% |
Vident
U.S. Equity Strategy ETF™ |
0.50% |
Vident
International Equity Strategy ETF™ |
0.61% |
Out
of the unitary management fee, Vident has agreed to pay substantially all
expenses of the Funds, including the cost of transfer agency, custody, fund
administration, securities lending and other non-distribution related services
necessary for the Funds to operate, except for: the fee paid to Vident pursuant
to the Investment Advisory Agreement, interest charges on any borrowings,
dividends and other expenses on securities sold short, taxes and related
services, 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 (12b‑1) fees and expenses.
The
basis for the Board’s approval of the Funds’ Investment Advisory Agreement is
available in the Funds’ Annual
Report
to Shareholders for the period ended August 31, 2023.
Portfolio
Managers
The
Funds are managed by Vident’s portfolio management team. The individual members
of the team responsible for the day to day management of the Funds’ portfolios
are listed below.
Jim
Iredale, CFA, is a portfolio manager for the U.S. Bond ETF. Mr. Iredale became a
Senior Portfolio Manager at Vident in 2015 and has over 15 years of experience
managing fixed income products. Prior to joining Vident, Mr. Iredale was a
Manager – Fixed Income with Ronald Blue & Co., one of the largest
independent wealth management firms in the U.S., where he started in 1999. Mr.
Iredale graduated with a BBA from the University of Georgia, Terry College of
Business and obtained his JD from the University of Georgia School of Law. He
holds the Chartered Financial Analyst designation.
Jeff
Kernagis, CFA, is a portfolio manager for the U.S. Bond ETF. Mr. Kernagis has 34
years of investment experience. Prior to joining Vident in 2022, Mr. Kernagis
was a Senior Vice President at Northern Trust Asset Management. Before that, Mr.
Kernagis spent almost 14 years at Invesco/PowerShares, whereas Senior Portfolio
Manager he directed the fixed income ETF PM team and helped grow assets to $40
billion in bond ETFs globally. Mr. Kernagis was also a PM at Claymore
(Guggenheim) Securities where he managed both equity ETFs and bond Unit
Investment Trusts. In addition, he was a senior bond trader at Mid-States
(Alloya) Corporate Federal Credit Union. Prior to working in investment
management, Mr. Kernagis held institutional derivative sales positions at ABN
Amro, Bear Stearns, and Prudential Securities. Mr. Kernagis earned a BBA degree
from the University of Notre Dame and an MBA from DePaul University. He also
holds the CFA designation.
Austin
Wen, CFA, is a portfolio manager for the U.S. Equity ETF and International
Equity ETF. Mr. Wen has been a Portfolio Manager of Vident since 2016 and has
over eight years of investment management experience. His focus at Vident is on
portfolio management and trading, risk monitoring and investment analysis.
Previously, he was an analyst for Vident Financial, LLC (the former parent of
Vident) beginning in 2014, working on the development and review of investment
solutions. He began his career in 2011 as a State Examiner for the Georgia
Department of Banking and Finance. Mr. Wen obtained a BA in Finance from the
University of Georgia and holds the CFA designation.
Rafael
Zayas, CFA, is a portfolio manager for the U.S. Equity ETF and International
Equity ETF. Mr. Zayas has over 15 years of trading and portfolio management
experience in global equity products and ETFs. He is SVP, Head of Portfolio
Management and Trading. Mr. Zayas specializes in managing and trading of
developed, emerging, and frontier market portfolios. Prior to joining Vident in
2017, he was a Portfolio Manager at Russell Investments from 2010 to 2017 for
over $5 billion in quantitative strategies across global markets, including
emerging, developed, and frontier markets and listed alternatives. Before that,
he was an equity Portfolio Manager at BNY Mellon Asset Management, where he was
responsible for $150 million in internationally listed global equity ETFs and
assisted in managing $3 billion of global ETF assets. Mr. Zayas holds a BS in
Electrical Engineering from Cornell University. He also holds the CFA
designation.
Ryan
Dofflemeyer is a portfolio manager for the U.S. Equity ETF and International
Equity ETF. Mr. Dofflemeyer has over 16 years of trading and portfolio
management experience across various asset classes including both ETFs and
mutual funds. He is Senior Portfolio Manager for Vident, specializing in
managing and trading of global equity and multi-asset portfolios. Prior to
joining Vident in August 2020, he was a Senior Portfolio Manager at ProShare
Advisors LLC (“ProShare”) for over $3 billion in ETF assets across global
equities, commodities, and volatility strategies. Mr. Dofflemeyer held various
positions with ProShare from October 2003 until August 2020. From 2001 to 2003,
he was a Research Analyst at the Investment Company Institute in Washington DC.
Mr. Dofflemeyer holds a BA from the University of Virginia and an MBA from the
University of Maryland.
The
Funds’ SAI provides additional information about the Portfolio Managers’
compensation structure, other accounts managed by the Portfolio Managers, and
the Portfolio Managers’ ownership of Shares of each Fund.
Each
Fund issues and redeems Shares at NAV only in Creation Units. Only APs may
acquire Shares directly from a Fund, and only APs may tender their Shares for
redemption directly to a Fund, at NAV. APs must be a member or participant of a
clearing agency registered with the SEC and must execute a Participant Agreement
that has been agreed to by the Distributor (defined below), and that has been
accepted by a Fund’s transfer agent, with respect to purchases and redemptions
of Creation Units. Once created, Shares trade in the secondary market in
quantities less than a Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Shares are listed for trading on the secondary market on the Exchange and can be
bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offer price in the secondary market on each leg of a round trip
(purchase and sale) transaction. In addition, because secondary market
transactions occur at market prices, you may pay more than NAV when you buy
Shares and receive less than NAV when you sell those Shares.
Book
Entry
Shares
are held in book-entry form, which means that no stock certificates are issued.
The Depository Trust Company (“DTC”) or its nominee is the record owner of all
outstanding Shares.
Investors
owning Shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all Shares. DTC’s
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other institutions that directly or indirectly
maintain a custodial relationship with DTC. As a beneficial owner of Shares, you
are not entitled to receive physical delivery of stock certificates or to have
Shares registered in your name, and you are not considered a registered owner of
Shares. Therefore, to exercise any right as an owner of Shares, you must rely
upon the procedures of DTC and its participants. These procedures are the same
as those that apply to any other securities that you hold in book entry or
“street name” through your brokerage account.
Frequent
Purchases and Redemptions of Shares
The
Funds impose no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly with a Fund, are an essential part of the ETF process and help
keep Share trading prices in line with NAV. As such, the Funds accommodate
frequent purchases and redemptions by APs. However, the Board has also
determined that frequent purchases and redemptions for cash may increase
tracking error and portfolio transaction costs and may lead to the realization
of capital gains. To minimize these potential consequences of frequent purchases
and redemptions, the Funds employ fair value pricing and may impose transaction
fees on purchases and redemptions of Creation Units to cover the custodial and
other costs incurred by a Fund in effecting trades. In addition, the Funds and
the Adviser reserve the right to reject any purchase order at any
time.
Determination
of NAV
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. Debt
obligations with maturities of 60 days or less are valued at amortized
cost. The values of non-U.S. dollar denominated securities are converted to U.S.
dollars using foreign currency exchange rates generally determined as of 4:00
p.m., London time. If the foregoing information is not available for a security
held by a Fund or is determined to be unreliable, the security will be valued by
the Adviser at fair value pursuant to procedures established by the Adviser and
approved by the Board (as described below).
Fair
Value Pricing
The
Adviser has been designated by the Board as the valuation designee for the Funds
pursuant to Rule 2a-5 under the 1940 Act. In its capacity as valuation designee,
the Adviser has adopted procedures and methodologies to fair value Fund
securities whose market prices are not “readily available” or are deemed to be
unreliable. For example, such circumstances may arise when: (i) a security has
been de-listed or has had its trading halted or suspended; (ii) a security’s
primary pricing source is unable or unwilling to provide a price; (iii) a
security’s primary trading market is closed during regular market hours; or (iv)
a security’s value is materially affected by events occurring after the close of
the security’s primary trading market. The Board has appointed the Adviser as
each Fund’s valuation designee to perform all fair valuations of the Funds’
portfolio investments, subject to the Board’s oversight. Accordingly, the
Adviser has established procedures for its fair valuation of each Fund’s
portfolio investments. Generally, when fair valuing a security held by a Fund,
the Adviser will take into account all reasonably available information that may
be relevant to a particular valuation including, but not limited to, fundamental
analytical data regarding the issuer, information relating to the issuer’s
business, recent trades or offers of the security, general and/or specific
market conditions and the specific facts giving rise to the need to fair value
the security. Fair value determinations are made in good faith and in accordance
with the fair value methodologies established by the Adviser. Due to the
subjective and variable nature of determining the fair value of a security or
other investment, there can be no assurance that the Adviser’s fair value will
match or closely correlate to any market quotation that subsequently becomes
available or the price quoted or published by other sources. In addition, a Fund
may not be able to obtain the fair value assigned to the security upon the sale
of such security.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Funds. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Funds is available through certain broker-dealers.
If you are interested in enrolling in householding and receiving a single copy
of prospectuses and other shareholder documents, please contact your
broker-dealer. If you are currently enrolled in householding and wish to change
your householding status, please contact your broker-dealer.
Investments
by Registered Investment Companies
Section 12(d)(1)
of the 1940 Act restricts investments by registered investment companies in the
securities of other investment companies, including Shares. Registered
investment companies are permitted to invest in a Fund beyond the limits set
forth in section 12(d)(1) subject to certain terms and conditions set forth in
Rule 12d1-4 under the 1940 Act, including that such investment companies enter
into an agreement with a Fund.
Dividends
and Distributions
The
U.S. Bond ETF intends to pay out dividends, if any, monthly; the U.S. Equity ETF
and the International Equity ETF intend to pay out dividends, if any, quarterly;
but in any event, no less frequently than annually for each Fund. Each Fund
intends to distribute any net realized capital gains to its shareholders at
least annually. Each Fund will declare and pay capital gain distributions, if
any, in cash. Distributions in cash may be reinvested automatically in
additional whole Shares only if the broker through whom you purchased Shares
makes such option available. Your broker is responsible for distributing the
income and capital gain distributions to you.
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. This summary does not apply
to Shares held in an IRA or other tax-qualified plans, which are generally not
subject to current tax. Transactions relating to Shares held in such accounts
may, however, be taxable at some time in the future. This summary is based on
current tax laws, which may change.
Each
Fund has elected and intends to qualify each year for treatment as a regulated
investment company (a “RIC”) within the meaning of Subchapter M of the Internal
Revenue Code of 1986, as amended (the “Code”). If it meets certain minimum
distribution requirements, a RIC is not subject to tax at the fund level on
income and gains from investments that are timely distributed to shareholders.
However, a Fund’s failure to qualify as a RIC or to meet minimum distribution
requirements would result (if certain relief provisions were not available) in
fund-level taxation and, consequently, a reduction in income available for
distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA, you need to be aware of the possible tax consequences
when a Fund makes distributions, when you sell your Shares listed on the
Exchange, and when you purchase or redeem Creation Units (APs
only).
Taxes
on Distributions
Each
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long a Fund owned the investments that generated them, rather
than how long a shareholder has owned his or her Shares. Sales of assets held by
a Fund for more than one year generally result in long-term capital gains and
losses, and sales of assets held by a Fund for one year or less generally result
in short-term capital gains and losses. Distributions of a Fund’s net capital
gain (the excess of net long-term capital gains over net short-term capital
losses) that are reported by such Fund as capital gain dividends (“Capital Gain
Dividends”) will be taxable as long-term capital gains, which for non-corporate
shareholders are subject to tax at reduced rates of up to 20% (lower rates apply
to individuals in lower tax brackets). Distributions of short-term capital gain
will generally be taxable as ordinary income. Dividends and distributions are
generally taxable to you whether you receive them in cash or reinvest them in
additional Shares.
Distributions
reported by a Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided holding period and other requirements are met. “Qualified dividend
income” generally is income derived from dividends paid by U.S. corporations or
certain foreign corporations that are either incorporated in a U.S. possession
or eligible for tax benefits under certain U.S. income tax treaties. In
addition, dividends that the Fund received in respect of stock of certain
foreign corporations may be qualified dividend income if that stock is readily
tradable on an established U.S. securities market. 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. Because the U.S. Bond ETF’s
income is derived primarily from interest income, it is not expected that the
Fund will distribute qualified dividend income or income that would qualify for
the dividends received deduction for corporate shareholders. In addition, since
the International Equity ETF invests primarily in securities of non-U.S.
issuers, it is not expected that a significant portion of the dividends received
from such Fund will qualify for the dividends received deduction for
corporations.
Under
recently issued final Treasury Regulations, a RIC that receives business
interest income may pass through its net business interest income for purposes
of the tax rules applicable to the interest expense limitations under Section
163(j) of the Code. A RIC’s total “Section 163(j) Interest Dividend” for a tax
year is limited to the excess of the RIC’s business interest income over the sum
of its business interest expense and its other deductions properly allocable to
its business interest income. A RIC may, in its discretion, designate all or a
portion of ordinary dividends as Section 163(j) Interest Dividends, which would
allow the recipient shareholder to treat the designated portion of such
dividends as interest income for purposes of determining such shareholder’s
interest expense deduction limitation under Section 163(j). This can potentially
increase the amount of a shareholder’s interest expense deductible under Section
163(j). In general, to be eligible to treat a Section 163(j) Interest Dividend
as interest income, you must have held your shares in a Fund for more than 180
days during the 361-day period beginning on the date that is 180 days before the
date on which the
share
becomes ex-dividend with respect to such dividend. Section 163(j) Interest
Dividends, if so designated by a Fund, will be reported to your financial
intermediary or otherwise in accordance with the requirements specified by the
Internal Revenue Service (“IRS”).
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from a Fund.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by a Fund before your
investment (and thus were included in the Shares’ NAV when you purchased your
Shares).
You
may wish to avoid investing in a Fund shortly before a dividend or other
distribution, because such a distribution will generally be taxable even though
it may economically represent a return of a portion of your investment.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
a Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
Shares by non-U.S. shareholders generally are not subject to U.S. taxation,
unless you are a nonresident alien individual who is physically present in the
U.S. for 183 days or more per year. A Fund may, under certain circumstances,
report all or a portion of a dividend as an “interest-related dividend” or a
“short-term capital gain dividend,” which would generally be exempt from this
30% U.S. withholding tax, provided certain other requirements are met. Different
tax consequences may result if you are a foreign shareholder engaged in a trade
or business within the United States or if a tax treaty applies.
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 (currently 24%) of the taxable distributions and sale proceeds paid
to any shareholder who fails to properly furnish a correct taxpayer
identification number, who has underreported dividend or interest income, or who
fails to certify that the shareholder is not subject to such
withholding.
Taxes
When Fund Shares are Sold on the Exchange
Provided
that a shareholder holds Shares as capital assets, any capital gain or loss
realized upon a sale of Shares generally is treated as a long-term capital gain
or loss if Shares have been held for more than one year and as a short-term
capital gain or loss if Shares have been held for one year or less. However, any
capital loss on a sale of Shares held for six months or less is treated as
long-term capital loss to the extent of Capital Gain Dividends paid with respect
to such Shares. Any loss realized on a sale will be disallowed to the extent
Shares of a Fund are acquired, including through reinvestment of dividends,
within a 61-day period beginning 30 days before and ending 30 days after the
disposition of Shares. The ability to deduct capital losses may be limited.
The
cost basis of Shares of a Fund acquired by purchase will generally be based on
the amount paid for the Shares and then may be subsequently adjusted for other
applicable transactions as required by the Code. The difference between the
selling price and the cost basis of Shares generally determines the amount of
the capital gain or loss realized on the sale or exchange of Shares. Contact the
broker through whom you purchased your Shares to obtain information with respect
to the available cost basis reporting methods and elections for your account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered, plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The IRS may
assert, however, that a loss that is realized upon an exchange of securities for
Creation Units may not be currently deducted under the rules governing “wash
sales” (for an AP who does not mark-to-market their holdings), or on the basis
that there has been no significant change in economic position. APs exchanging
securities should consult their own tax advisor with respect to whether wash
sale rules apply and when a loss might be deductible.
Each
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. Such Fund may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause such Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in-kind. As a result, such Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Net
Investment Income Tax
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
Foreign
Investments by the Funds
Interest
and other income received by a Fund with respect to foreign securities may give
rise to withholding and other taxes imposed by foreign countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If as of the close of a taxable year more than 50% of the
value of a Fund’s assets consists of certain foreign stock or securities, each
such Fund will be eligible to elect to “pass through” to investors the amount of
foreign income and similar taxes (including withholding taxes) paid by such Fund
during that taxable year. This means that investors would be considered to have
received as additional income their respective Shares of such foreign taxes, but
may be entitled to either a corresponding tax deduction in calculating taxable
income, or, subject to certain limitations, a credit in calculating federal
income tax. If a Fund does not so elect, each such Fund will be entitled to
claim a deduction for certain foreign taxes incurred by such Fund. A Fund (or a
financial intermediary, such as a broker, through which a shareholder owns
Shares) will notify you if it makes such an election and provide you with the
information necessary to reflect foreign taxes paid on your income tax
return.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in each Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares
under
all applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
The
Distributor, ALPS Distributors, Inc., 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 1290 Broadway, Suite
1000, Denver, Colorado 80203.
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, each Fund is authorized
to pay an amount up to 0.25% of its average daily net assets each year for
certain distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Funds, and there are no plans to
impose these fees. However, in the event Rule 12b-1 fees are charged in the
future, because the fees are paid out of Fund assets, over time these fees will
increase the cost of your investment and may cost you more than certain other
types of sales charges.
Information
regarding how often Shares of each Fund trade on the Exchange at a price above
(i.e.,
at a premium) or below (i.e.,
at a discount) the NAV of such Fund is available on the Funds’ website at
www.videntam.com.
Shares
are not sponsored, endorsed, or promoted by the Exchange. The Exchange makes no
representation or warranty, express or implied, to the owners of the Shares or
any member of the public regarding the ability of the Funds to track the total
return performance of their respective Index or the ability of the Indexes
identified herein to track the performance of their constituent securities. The
Exchange is not responsible for, nor has it participated in, the determination
of the compilation or the calculation of the Indexes, nor in the determination
of the timing of, prices of, or quantities of the Shares to be issued, nor in
the determination or calculation of the equation by which the Shares are
redeemable. The Exchange has no obligation or liability to owners of the Shares
in connection with the administration, marketing, or trading of the Shares.
The
Exchange does not guarantee the accuracy and/or the completeness of the Indexes
or the data included therein. The Exchange makes no warranty, express or
implied, as to results to be obtained by the Funds, owners of the Shares, or any
other person or entity from the use of the Indexes or the data included therein.
The Exchange makes no express or implied warranties, and hereby expressly
disclaims all warranties of merchantability or fitness for a particular purpose
with respect to the Indexes or the data included therein. Without limiting any
of the foregoing, in no event shall the Exchange have any liability for any lost
profits or indirect, punitive, special, or consequential damages even if
notified of the possibility thereof.
The
Adviser 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. The Adviser is a
licensor of certain trademarks, service marks and trade names of each Fund. The
Adviser has no obligation to take the needs of the Funds or the owners
of
Shares into consideration in determining, composing, or calculating the Indexes.
The Adviser is not responsible for, and has not participated in, the
determination of the timing of, prices of, or quantities of Shares to be issued
or in the determination or calculation of the equation by which the Shares are
redeemable. Each Fund, the Adviser does not guarantee the accuracy,
completeness, or performance of the Indexes or the data included therein and
shall have no liability in connection with the Indexes or Index calculations.
The Adviser owns the Indexes and the Index methodologies and is the licensor of
the Indexes to the licensees and the Index receipt agents. The Adviser has
contracted with each Index calculation agent to maintain and calculate the
Indexes used by the Funds. Each index calculation agent shall have no liability
for any errors or omissions in calculating the Index.
The
financial highlights tables are intended to help you understand each Fund’s
financial performance for the period of the Funds’ operations. Certain
information reflects financial results for a single Share. The total returns in
the tables represent the rate that an investor would have earned or lost on an
investment in a Fund (assuming reinvestment of all dividends and distributions).
This information has been audited by Cohen & Company, Ltd., the Funds’
independent registered public accounting firm, whose report, along with the
Funds’ financial statements, is included in the Funds’ Annual
Report,
which is available upon request.
VIDENT
U.S. BOND STRATEGY ETF™
FINANCIAL
HIGHLIGHTS
For
a capital share outstanding throughout the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Year
Ended August 31, |
|
| 2023 |
| 2022 |
| 2021 |
| 2020 |
| 2019 |
|
Net
asset value, beginning of year |
$ |
44.43 |
|
| $ |
51.96 |
|
| $ |
52.01 |
|
| $ |
51.22 |
|
| $ |
47.93 |
| |
|
|
|
|
|
|
|
|
|
| |
INCOME
(LOSS) FROM |
|
|
|
|
|
|
|
|
| |
INVESTMENT
OPERATIONS: |
|
|
|
|
|
|
|
|
| |
Net
investment income (loss)(1) |
1.60 |
|
| 0.85 |
|
| 0.80 |
|
| 1.23 |
|
| 1.50 |
| |
Net
realized and unrealized |
|
|
|
|
|
|
|
|
| |
gain
(loss) on investments |
(1.80) |
|
| (7.23) |
|
| (0.05) |
|
| 0.88 |
|
|
3.34 |
| |
Total
from investment operations |
(0.20) |
|
| (6.38) |
|
| 0.75 |
|
| 2.11 |
|
| 4.84 |
| |
|
|
|
|
|
|
|
|
|
| |
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
|
|
|
|
|
|
|
| |
Distributions
from: |
|
|
|
|
|
|
|
|
| |
Net
investment income |
(1.56) |
|
| (1.05) |
|
| (0.80) |
|
| (1.33) |
|
| (1.56) |
| |
From
realized gains |
— |
|
| (0.10) |
|
| — |
|
| — |
|
| — |
| |
Total
distributions to shareholders |
(1.56) |
|
| (1.15) |
|
| (0.80) |
|
| (1.33) |
|
| (1.56) |
| |
|
|
|
|
|
|
|
|
|
| |
CAPITAL
SHARE TRANSACTIONS |
|
|
|
|
|
|
|
|
| |
Transaction
fees |
0.00 |
|
(2) |
0.00 |
|
(2) |
0.00 |
|
(2) |
0.01 |
|
| 0.01 |
| |
Net
asset value, end of year |
$ |
42.67 |
|
| $ |
44.43 |
|
| $ |
51.96 |
|
| $ |
52.01 |
|
| $ |
51.22 |
| |
Total
return |
-0.45 |
% |
| -12.41 |
% |
| 1.46 |
% |
| 4.26 |
% |
| 10.37 |
% |
|
|
|
|
|
|
|
|
|
|
| |
SUPPLEMENTAL
DATA: |
|
|
|
|
|
|
|
|
| |
Net
assets at end of year (000’s) |
$ |
388,256 |
|
| $ |
377,675 |
|
| $ |
415,673 |
|
| $ |
400,494 |
|
| $ |
486,612 |
| |
|
|
|
|
|
|
|
|
|
| |
RATIOS
TO AVERAGE NET ASSETS: |
|
|
|
|
|
|
|
|
| |
Expenses
to average net assets |
|
|
|
|
|
|
|
|
| |
(before
management fees waived) |
0.41 |
% |
| 0.41 |
% |
| 0.41 |
% |
| 0.41 |
% |
| 0.41 |
% |
|
Expenses
to average net assets |
|
|
|
|
|
|
|
|
| |
(after
management fees waived) |
0.41 |
% |
| 0.40 |
% |
| 0.39 |
% |
| 0.40 |
% |
| 0.41 |
% |
|
Net
investment income (loss) to average net assets |
|
|
|
|
|
|
|
|
| |
(before
management fees waived) |
3.69 |
% |
| 1.76 |
% |
| 1.53 |
% |
| 2.42 |
% |
| 3.11 |
% |
|
Net
investment income (loss) to average net assets |
|
|
|
|
|
|
|
|
| |
(after
management fees waived) |
3.69 |
% |
| 1.77 |
% |
| 1.55 |
% |
| 2.43 |
% |
| 3.11 |
% |
|
Portfolio
turnover rate(3) |
185 |
% |
| 247 |
% |
| 238 |
% |
| 247 |
% |
| 384 |
% |
|
(1)Calculated
based on average shares outstanding during the year.
(2)Less
than $0.005.
(3)Excludes
the impact of in-kind transactions.
VIDENT
U.S. EQUITY STRATEGY ETF™
FINANCIAL
HIGHLIGHTS
For
a capital share outstanding throughout the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Year
Ended August 31, |
|
| 2023 |
| 2022 |
| 2021 |
| 2020 |
| 2019 |
|
|
|
|
|
|
|
|
|
|
| |
Net
asset value, beginning of year |
$ |
41.04 |
|
| $ |
44.58 |
|
| $ |
30.03 |
|
| $ |
29.72 |
|
| $ |
35.33 |
| |
|
|
|
|
|
|
|
|
|
| |
INCOME
(LOSS) FROM |
|
|
|
|
|
|
|
|
| |
INVESTMENT
OPERATIONS: |
|
|
|
|
|
|
|
|
| |
Net
investment income (loss)(1) |
0.67 |
|
| 0.62 |
|
| 0.46 |
|
| 0.45 |
|
| 0.49 |
| |
Net
realized and unrealized |
|
|
|
|
|
|
|
|
| |
gain
(loss) on investments |
7.53 |
|
| (3.56) |
|
| 14.56 |
|
| 0.33 |
|
| (5.60) |
| |
Total
from investment operations |
8.20 |
|
| (2.94) |
|
| 15.02 |
|
| 0.78 |
|
| (5.11) |
| |
|
|
|
|
|
|
|
|
|
| |
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
|
|
|
|
|
|
|
| |
Distributions
from: |
|
|
|
|
|
|
|
|
| |
Net
investment income |
(0.67) |
|
| (0.60) |
|
| (0.47) |
|
| (0.47) |
|
| (0.50) |
| |
Total
distributions to shareholders |
(0.67) |
|
| (0.60) |
|
| (0.47) |
|
| (0.47) |
|
| (0.50) |
| |
|
|
|
|
|
|
|
|
|
| |
CAPITAL
SHARE |
|
|
|
|
|
|
|
|
| |
TRANSACTIONS |
|
|
|
|
|
|
|
|
| |
Transaction
fees |
0.00 |
|
(2) |
0.00 |
|
(2) |
— |
|
| — |
|
| 0.00 |
|
(2) |
Net
asset value, end of year |
$ |
48.57 |
|
| $ |
41.04 |
|
| $ |
44.58 |
|
| $ |
30.03 |
|
| $ |
29.72 |
| |
Total
return |
20.24 |
% |
| -6.66 |
% |
| 50.29 |
% |
| 2.70 |
% |
| -14.49 |
% |
|
|
|
|
|
|
|
|
|
|
| |
SUPPLEMENTAL
DATA: |
|
|
|
|
|
|
|
|
| |
Net
assets at end of year (000’s) |
$ |
539,182 |
|
| $ |
463,768 |
|
| $ |
427,974 |
|
| $ |
330,357 |
|
| $ |
478,413 |
| |
|
|
|
|
|
|
|
|
|
| |
RATIOS
TO AVERAGE NET ASSETS: |
|
|
|
|
|
|
|
|
| |
Expenses
to average net assets |
|
|
|
|
|
|
|
|
| |
(before
management fees waived) |
0.50 |
% |
| 0.50 |
% |
| 0.50 |
% |
| 0.50 |
% |
| 0.50 |
% |
|
Expenses
to average net assets |
|
|
|
|
|
|
|
|
| |
(after
management fees waived) |
0.50 |
% |
| 0.49 |
% |
| 0.48 |
% |
| 0.49 |
% |
| 0.50 |
% |
|
Net
investment income (loss) to |
|
|
|
|
|
|
|
|
| |
average
net assets |
|
|
|
|
|
|
|
|
| |
(before
management fees waived) |
1.54 |
% |
| 1.41 |
% |
| 1.17 |
% |
| 1.53 |
% |
| 1.56 |
% |
|
Net
investment income (loss) to |
|
|
|
|
|
|
|
|
| |
average
net assets |
|
|
|
|
|
|
|
|
| |
(after
management fees waived) |
1.54 |
% |
| 1.42 |
% |
| 1.19 |
% |
| 1.54 |
% |
| 1.56 |
% |
|
Portfolio
turnover rate(3) |
167 |
% |
| 63 |
% |
| 65 |
% |
| 66 |
% |
| 71 |
% |
|
(1)Calculated
based on average shares outstanding during the year.
(2)Less
than $0.005.
(3)Excludes
the impact of in-kind transactions.
VIDENT
INTERNATIONAL EQUITY STRATEGY ETF™
FINANCIAL
HIGHLIGHTS
For
a capital share outstanding throughout the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Year
Ended August 31, |
|
| 2023 |
| 2022 |
| 2021 |
| 2020 |
| 2019 |
|
|
|
|
|
|
|
|
|
|
| |
Net
asset value, beginning of year |
$ |
22.08 |
|
| $ |
27.80 |
|
| $ |
21.54 |
|
| $ |
22.59 |
|
| $ |
25.19 |
| |
|
|
|
|
|
|
|
|
|
| |
INCOME
(LOSS) FROM |
|
|
|
|
|
|
|
|
| |
INVESTMENT
OPERATIONS: |
|
|
|
|
|
|
|
|
| |
Net
investment income (loss)(1) |
1.01 |
|
| 1.34 |
|
| 0.78 |
|
| 0.51 |
|
| 0.74 |
| |
Net
realized and unrealized |
|
|
|
|
|
|
|
|
| |
gain
(loss) on investments |
1.20 |
|
| (5.60) |
|
| 6.34 |
|
| (0.93) |
|
| (2.64) |
| |
Total
from investment operations |
2.21 |
|
| (4.26) |
|
| 7.12 |
|
| (0.42) |
|
| (1.90) |
| |
|
|
|
|
|
|
|
|
|
| |
DISTRIBUTIONS
TO SHAREHOLDERS: |
|
|
|
|
|
|
|
|
| |
Distributions
from: |
|
|
|
|
|
|
|
|
| |
Net
investment income |
(1.10) |
|
| (1.46) |
|
| (0.86) |
|
| (0.64) |
|
| (0.70) |
| |
Total
distributions to shareholders |
(1.10) |
|
| (1.46) |
|
| (0.86) |
|
| (0.64) |
|
| (0.70) |
| |
|
|
|
|
|
|
|
|
|
| |
CAPITAL
SHARE |
|
|
|
|
|
|
|
|
| |
TRANSACTIONS |
|
|
|
|
|
|
|
|
| |
Transaction
fees (Note 7) |
0.00 |
|
(2) |
0.00 |
|
(2) |
0.00 |
|
(2) |
0.01 |
|
| 0.00 |
|
(2) |
Net
asset value, end of year |
$ |
23.19 |
|
| $ |
22.08 |
|
| $ |
27.80 |
|
| $ |
21.54 |
|
| $ |
22.59 |
| |
Total
return |
10.31 |
% |
| -15.77 |
% |
| 33.22 |
% |
| -1.98 |
% |
| -7.61 |
% |
|
|
|
|
|
|
|
|
|
|
| |
SUPPLEMENTAL
DATA: |
|
|
|
|
|
|
|
|
| |
Net
assets at end of year (000’s) |
$ |
364,041 |
|
| $ |
340,074 |
|
| $ |
486,453 |
|
| $ |
437,301 |
|
| $ |
569,345 |
| |
|
|
|
|
|
|
|
|
|
| |
RATIOS
TO AVERAGE NET ASSETS: |
|
|
|
|
|
|
|
|
| |
Expenses
to average net assets |
|
|
|
|
|
|
|
|
| |
(before
management fees waived) |
0.61 |
% |
| 0.61 |
% |
| 0.61 |
% |
| 0.61 |
% |
| 0.61 |
% |
|
Expenses
to average net assets |
|
|
|
|
|
|
|
|
| |
(after
management fees waived) |
0.61 |
% |
| 0.60 |
% |
| 0.59 |
% |
| 0.60 |
% |
| 0.61 |
% |
|
Net
investment income (loss) to |
|
|
|
|
|
|
|
|
| |
average
net assets |
|
|
|
|
|
|
|
|
| |
(before
management fees waived) |
4.53 |
% |
| 5.22 |
% |
| 3.02 |
% |
| 2.29 |
% |
| 3.09 |
% |
|
Net
investment income (loss) to |
|
|
|
|
|
|
|
|
| |
average
net assets |
|
|
|
|
|
|
|
|
| |
(after
management fees waived) |
4.53 |
% |
| 5.23 |
% |
| 3.04 |
% |
| 2.30 |
% |
| 3.09 |
% |
|
Portfolio
turnover rate(3) |
82 |
% |
| 70 |
% |
| 74 |
% |
| 79 |
% |
| 76 |
% |
|
(1)Calculated
based on average shares outstanding during the year.
(2)Less
than $0.005.
(3)Excludes
the impact of in-kind transactions.
Vident
U.S. Bond Strategy ETF™
Vident
U.S. Equity Strategy ETF™
Vident
International Equity Strategy ETF™
|
|
|
|
|
|
|
|
|
|
| |
Adviser |
Vident
Asset Management
1125
Sanctuary Parkway, Suite 515
Alpharetta,
Georgia 30009 |
Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
342
North Water Street, Suite 830
Milwaukee,
Wisconsin 53202 |
Custodian |
U.S.
Bank National Association
1555
N. Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
Distributor |
ALPS
Distributors, Inc.
1290
Broadway, Suite 1000
Denver,
Colorado 80203 |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
Transfer
Agent, Fund Accountant and Administrator |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
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 December 31, 2023
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 the Funds’ performance.
To
make shareholder inquiries, for more detailed information on the Funds, or to
request the SAI or annual or semi-annual shareholder reports (once available)
free of charge, please:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Call: |
1-800-617-0004 Monday
through Friday 8:00 a.m. – 5:00 p.m. (Central time) |
| Write: |
Vident
Funds
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
Wisconsin 53202 |
Visit: |
www.videntfunds.com |
|
| |
Shareholder
reports and other information about the Funds are available, free of charge, on
the EDGAR Database on the SEC’s Internet site at www.sec.gov and copies of this
information may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: [email protected].
No
person is authorized to give any information or to make any representations
about the Funds and their Shares not contained in this Prospectus and you should
not rely on any other information. Read and keep this Prospectus for future
reference.
(SEC
Investment Company Act File No. 811-22668)