ck0001540305-20221130
BTD Capital Fund
(DIP)
Listed
on NYSE
Arca, Inc.
PROSPECTUS
December 9,
2022
The
U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved
of these securities or passed upon the accuracy or adequacy of this Prospectus.
Any representation to the contrary is a criminal offense.
TABLE
OF CONTENTS
FUND
SUMMARY
Investment Objective
The BTD Capital Fund (the
“Fund”) seeks capital appreciation.
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 |
1.25% |
Distribution
and/or Service (12b-1) Fees |
0.00% |
Other
Expenses1 |
0.00% |
Acquired
Fund Fees and Expenses2 |
0.04% |
Total
Annual Fund Operating Expenses |
1.29% |
| |
1 Estimated for the current fiscal
year.
2 Acquired Fund Fees and
Expenses (“AFFE”) are the indirect costs of investing in other investment
companies. AFFE is estimated for the current fiscal year. Total Annual Fund
Operating Expenses will not correlate to the expense ratios in the Fund’s
Financial Highlights because the Financial Highlights will include only the
direct operating expenses incurred by the Fund and exclude
AFFE.
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:
Portfolio
Turnover
The Fund pays transaction
costs, such as commissions, when it buys and sells securities (or “turns over”
its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Shares are held in a taxable account.
These costs, which are not reflected in annual fund operating expenses or in the
Example, affect the Fund’s performance. Because the Fund is newly organized,
portfolio turnover information is not yet
available.
Principal Investment
Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”) and seeks to achieve
its investment objective by investing primarily in individual U.S. equity
securities (generally consisting of common stocks and real estate investment
trusts (“REITs”)) included in the S&P 500 that have been identified by Kaiju
ETF Advisors (“Kaiju” or the “Sub-Adviser”) as oversold in the market. The
Sub-Adviser utilizes a proprietary algorithm (the “Kaiju Algorithm”) to (i)
select “oversold” securities for the Fund, (ii) identify market conditions that
inform the Sub-Adviser’s buying and selling of securities, and (iii) employ risk
management techniques to protect against major market corrections.
The
term “oversold” describes a condition where a security is trading at a price
below its perceived fair market value, as determined by the Sub-Adviser, as a
result of various external factors, including high-frequency trading, liquidity
voids (i.e.,
sudden changes in price without enough liquidity between the original price
level and the final price level), and market panic. The oversold securities
represent short-term buying opportunities, or individual security pricing
“dips.” The Fund will “buy the dip” with respect to individual oversold
securities based on the Kaiju Algorithm’s analysis of technical indicators,
including a company’s past price movements, trading volumes, liquidity levels,
and investor sentiments. The Kaiju Algorithm takes a Stratified Risk
Distribution®
approach to distribute the potential candidates for inclusion in the Fund across
sectors and industries to eliminate sector over-weighting within the
Fund.
The
Fund may invest in the securities of companies of any market capitalization, but
primarily invests in large capitalization companies (i.e.,
an issuer whose market capitalization at the time of purchase is $10 billion or
above). In addition to individual equity securities, the Fund may invest in U.S.
equity ETFs. In the event that the Kaiju Algorithm does not identify any
oversold securities, the Fund may exclusively hold such ETFs, as well as cash
and cash equivalents.
Individual
equity securities are typically held for a period of time ranging from one day
to seven days, but may be held longer depending on the model’s
signals.
The Sub-Adviser generally sells the security when the security achieves the
Kaiju Algorithm’s estimate of fair value, and/or the Kaiju Algorithm identifies
that a return to the security’s fair value price is probable. The Fund
frequently and actively purchases and sells securities.
The
number of positions held by the Fund may range at any time from approximately 20
to 100; each position’s weighting is determined by the Kaiju
Algorithm.
To
manage portfolio risk and to protect against major market corrections, the
Sub-Adviser employs a regime classification engine and a regime change detection
engine. The regime classification engine attempts to correctly identify the
current regime of each security held by the Fund; the engine is designed to
identify how current market conditions can be classified (e.g.,
bull market, bear market, neutral market, or “unknown”). The regime change
detection engine attempts to determine whether the regime identified by the
regime classification engine is likely to persist, or if not, change in which
direction; the engine is designed to identify if a change in classification is
imminent.
A
bull market is typically characterized by a period of material increase in the
overall U.S. stock market, and a bear market is typically characterized by a
period of material decrease in the overall U.S. stock market. Market conditions
are considered neutral when neither bear nor bull market conditions exist. When
market conditions cannot be classified, the regime classification engine labels
the market conditions as “unknown” (i.e.,
when a combination of factors have never appeared in the last 20 years, such as
the COVID-19 pandemic).
Together, the two engines act as an early
warning system to identify whether a security is more or less likely to weather
large market corrections as compared to that security’s peers. When the engines
identify a high probability of a major market correction, the Kaiju Algorithm
employs various risk management techniques, including holding individual
securities for reduced periods of time, allocating more of the Fund’s portfolio
to U.S. equity ETFs, or by holding cash and cash equivalents.
Principal Investment
Risks
The
principal risks of investing in the Fund are summarized below. The principal
risks are presented in alphabetical order to facilitate finding particular risks
and comparing them with other funds. Each risk summarized below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears. As with any investment, there is a risk that you could
lose all or a portion of your investment in the Fund. Some or
all of these risks may adversely affect the Fund’s net asset value per share
(“NAV”), trading price, yield, total return and/or ability to meet its
objectives. For more information about the risks of investing in the Fund, see
the section in the Fund’s Prospectus titled “Additional Information About the
Fund.”
•Active
Management Risk. The
Fund is actively managed and may not meet its investment objective based on the
Sub-Adviser’s success or failure to implement investment strategies for the
Fund. The Fund’s principal investment strategies are dependent on the
Sub-Adviser’s understanding of artificial intelligence. As a result, the Fund’s
performance will be dependent on the Sub-Adviser’s skill in understanding and
utilizing the Kaiju’s Algorithm to implement the Fund’s principal investment
strategy. In addition, the Sub-Adviser has not previously managed a registered
investment company, which may increase the risk of investing in the
Fund.
•“Buy
the Dip” Risk.
A “value” style of investing could produce poor performance results relative to
other funds, even in a rising market, if the methodology used by the Fund to
determine a company’s “value” or prospects for exceeding earnings expectations
or market conditions is wrong. In addition, “value stocks” can continue to be
undervalued by the market for long periods of time.
•Cash
and Cash Equivalents Risk. Holding
cash or cash equivalents rather than securities or other instruments in which
the Fund primarily invests, even strategically, may cause the Fund to risk
losing opportunities to participate in market appreciation, and may cause the
Fund to experience potentially lower returns than the Fund’s benchmark or other
funds that remain fully invested. In rising markets, holding cash or cash
equivalents will negatively affect the Fund’s performance relative to its
benchmark.
•Equity
Market Risk. The
equity securities held in the Fund’s portfolio may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors that affect securities markets generally or factors affecting
specific issuers, industries, or sectors in which the Fund invests. Common
stocks are generally exposed to greater risk than other types of securities,
such as preferred stock and debt obligations, because common stockholders
generally have inferior rights to receive payment from issuers. In addition,
local, regional or global events such as war, including Russia’s invasion of
Ukraine, acts of terrorism, spread of infectious diseases or other public health
issues, recessions, rising inflation, or other events could have a significant
negative impact on the Fund and its investments. For example, the global
pandemic caused by COVID-19, a novel coronavirus, and the aggressive responses
taken by many governments, including closing borders, restricting international
and domestic travel, and the imposition of prolonged quarantines or similar
restrictions, has had negative impacts, and in many cases severe impacts, on
markets worldwide. The COVID-19 pandemic has caused prolonged disruptions to the
normal business operations of companies around the world and the impact of such
disruptions is hard to predict. Such events may affect certain geographic
regions, countries, sectors and industries more significantly than others. Such
events could adversely affect the prices and liquidity of the Fund’s portfolio
securities or other instruments and could result in disruptions in the trading
markets.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk. The
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
•Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
•Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
•Trading. Although
Shares are listed for trading on NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. In stressed
market conditions, the liquidity of Shares may begin to mirror the liquidity of
the Fund’s underlying portfolio holdings, which can be significantly less liquid
than Shares, and this could lead to differences between the market price of the
Shares and the underlying value of those Shares.
•Investment
Company Risk.
The risks of investing in investment companies typically reflect the risks of
the types of instruments in which the investment companies invest. By investing
in another investment company, the Fund becomes a shareholder of that investment
company and bears its proportionate share of the fees and expenses of the other
investment company. Investments in ETFs are also subject to the “ETF Risks”
described above.
•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.
•Models
and Data Risk. The
Fund relies heavily on proprietary quantitative models as well as information
and data supplied by third parties (“Models and Data”). When Models and Data
prove to be incorrect or incomplete, any decisions made in reliance thereon may
lead to the inclusion or exclusion of securities that would have been excluded
or included had the Models and Data been correct and complete. Specifically, the
Fund relies on the Kaiju Algorithm to implement its principal investment
strategies. As a result, to the extent either such system does not perform as
designed or as intended, the Fund’s strategy may not be successfully implemented
and the Fund may lose value.
•New
Fund Risk. The
Fund is a recently organized investment company with no operating history. As a
result, prospective investors have no track record or history on which to base
their investment decision.
•Portfolio
Turnover Risk. The
Fund is expected to actively
and frequently trade
securities or
other instruments in
its portfolio to
carry out
its investment
strategies.
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.
•REIT
Investment Risk.
Investments in REITs involve unique risks. REITs may have limited financial
resources, may trade less frequently and in limited volume, and may be more
volatile than other securities. The risks of investing in REITs include certain
risks associated with the direct ownership of real estate and the real estate
industry in general. Securities in the real estate sector are subject to the
risk that the value of their underlying real estate may go down. Many factors
may affect real estate values, including the general and local economies, the
amount of new construction in a particular area, the laws and regulations
(including zoning and tax laws) affecting real estate, and the costs of owning,
maintaining and improving real estate. The availability of mortgages and changes
in interest rates may also affect real estate values. REITs are also subject to
heavy cash flow dependency, defaults by borrowers, and
self-liquidation.
Performance
Performance information for the Fund is not
included because the Fund had not yet commenced operations as of the date of
this Prospectus. In the future, performance information for the
Fund will be presented in this section. Updated performance information will be
available on the Fund’s website at www.dipetf.com.
Management
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Investment
Adviser: |
Exchange
Traded Concepts, LLC (the “Adviser”) serves as the Fund’s investment
adviser. |
Sub-Adviser: |
Kaiju
ETF Advisors (the “Sub-Adviser”) serves as sub-advisor to the
Fund. |
Portfolio
Managers: |
Andrew
Serowik, Todd Alberico, and Gabriel Tan, each a Portfolio Manager of the
Adviser, and Ryan Pannell, and Aitor Muguruza-Gonzalez, each a Portfolio
Manager of the Sub-Adviser, have been portfolio managers of the Fund since
its inception in December 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.dipetf.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.
ADDITIONAL
INFORMATION ABOUT THE FUND
Investment
Objective. The
Fund’s investment objective has been adopted as a non-fundamental investment
policy and may be changed without shareholder approval upon written notice to
shareholders.
Temporary
Defensive Positions. From
time to time, the Fund may take temporary defensive positions that are
inconsistent with its principal investment strategies in attempting to respond
to adverse market, economic, political, or other conditions. In such instances,
the Fund may hold up to 100% of its assets in cash; short-term U.S. government
securities and government agency securities; investment grade money market
instruments; money market mutual funds; investment grade fixed-income
securities; repurchase agreements; commercial paper; cash equivalents; and ETFs
that principally invest in the foregoing instruments. As a result of engaging in
these temporary measures, the Fund may not achieve its investment
objective.
Manager
of Managers Structure. The
Fund and the Adviser have received an exemptive order from the SEC permitting
the Adviser (subject to certain conditions and the Board’s approval) to select
or change sub-advisers without obtaining shareholder approval. The order also
permits the Adviser to materially amend the terms of agreements with a
sub-adviser (including an increase in the fee paid by the Adviser to the
sub-adviser (and not paid by the Fund)) or to continue the employment of a
sub-adviser after an event that would otherwise cause the automatic termination
of services with Board approval, but without shareholder approval. Shareholders
will be notified of any sub-adviser changes.
Additional
Information about the Fund’s Principal Risks. This
section provides additional information regarding the principal risks described
in the Fund Summary. As in the Fund Summary, the principal risks below are
presented in alphabetical order to facilitate finding particular risks and
comparing them with other funds. Each risk described below is considered a
“principal risk” of investing in the Fund, regardless of the order in which it
appears. Each of the factors below could have a negative impact on the Fund’s
performance and trading prices.
•Active
Management Risk. The
Fund is actively managed and may not meet its investment objective based on the
Sub-Adviser’s success or failure to implement investment strategies for the
Fund. The Fund’s principal investment strategies are dependent on the
Sub-Adviser’s understanding of artificial intelligence. As a result, the Fund’s
performance will be dependent on the Sub-Adviser’s skill in understanding and
utilizing the Kaiju’s Algorithm to implement the Fund’s principal investment
strategy. In addition, the Sub-Adviser has not previously managed a registered
investment company, which may increase the risk of investing in the
Fund.
•“Buy
the Dip” Risk.
A “value” style of investing could produce poor performance results relative to
other funds, even in a rising market, if the methodology used by the Fund to
determine a company’s “value” or prospects for exceeding earnings expectations
or market conditions is wrong. In addition, “value stocks” can continue to be
undervalued by the market for long periods of time.
•Cash
and Cash Equivalents Risk.
Holding cash or cash equivalents rather than securities or other instruments in
which the Fund primarily invests, even strategically, may cause the Fund to risk
losing opportunities to participate in market appreciation, and may cause the
Fund to experience potentially lower returns than the Fund’s benchmark or other
funds that remain fully invested. In rising markets, holding cash or cash
equivalents will negatively affect the Fund’s performance relative to its
benchmark.
•Equity
Market Risk.
Common stocks are susceptible to general stock market fluctuations and to
volatile increases and decreases in value as market confidence in and
perceptions of their issuers change. These investor perceptions are based on
various and unpredictable factors including: expectations regarding government,
economic, monetary and fiscal policies; inflation and interest rates; economic
expansion or contraction; local, regional or global events
such
as acts of terrorism or war, including Russia’s invasion of Ukraine; and global
or regional political, economic, public health, and banking crises. If you held
common stock, or common stock equivalents, of any given issuer, you would
generally be exposed to greater risk than if you held preferred stocks and debt
obligations of the issuer because common stockholders, or holders of equivalent
interests, generally have inferior rights to receive payments from issuers in
comparison with the rights of preferred stockholders, bondholders, and other
creditors of such issuers.
Beginning
in the first quarter of 2020, financial markets in the United States and around
the world experienced extreme and, in many cases, unprecedented volatility and
severe losses due to the global pandemic caused by COVID-19, a novel
coronavirus. The pandemic resulted in a wide range of social and economic
disruptions, including closed borders, voluntary or compelled quarantines of
large populations, stressed healthcare systems, reduced or prohibited domestic
or international travel, and supply chain disruptions affecting the United
States and many other countries. Some sectors of the economy and individual
issuers have experienced particularly large losses as a result of these
disruptions, and such disruptions may continue for an extended period of time or
reoccur in the future to a similar or greater extent. In response, the U.S.
government and the Federal Reserve have taken extraordinary actions to support
the domestic economy and financial markets. Many countries, including the U.S.,
are subject to few restrictions related to the spread of COVID-19. It is unknown
how long circumstances related to the pandemic will persist, whether they will
reoccur in the future, whether efforts to support the economy and financial
markets will be successful, and what additional implications may follow from the
pandemic. The impact of these events and other epidemics or pandemics in the
future could adversely affect Fund performance.
•ETF
Risks. The
Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the
following risks:
•APs,
Market Makers, and Liquidity Providers Concentration Risk.
The Fund has a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. To the extent either of the following events
occur, Shares may trade at a material discount to NAV and possibly face
delisting: (i) APs exit the business or otherwise become unable to process
creation and/or redemption orders and no other APs step forward to perform these
services, or (ii) market makers and/or liquidity providers exit the business or
significantly reduce their business activities and no other entities step
forward to perform their functions.
•Costs
of Buying or Selling Shares.
Investors buying or selling Shares in the secondary market will pay brokerage
commissions or other charges imposed by brokers, as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of Shares. In addition, secondary market investors will also incur the cost of
the difference between the price at which an investor is willing to buy Shares
(the “bid” price) and the price at which an investor is willing to sell Shares
(the “ask” price). This difference in bid and ask prices is often referred to as
the “spread” or “bid-ask spread.” The bid-ask spread varies over time for Shares
based on trading volume and market liquidity, and the spread is generally lower
if Shares have more trading volume and market liquidity and higher if Shares
have little trading volume and market liquidity. Further, a relatively small
investor base in the Fund, asset swings in the Fund, and/or increased market
volatility may cause increased bid-ask spreads. Due to the costs of buying or
selling Shares, including bid-ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
•Shares
May Trade at Prices Other Than NAV.
As with all ETFs, Shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of Shares will
approximate the Fund’s NAV, there may be times when the market price of Shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
•Trading.
Although Shares are listed for trading on the Exchange and may be listed or
traded on U.S. and non-U.S. stock exchanges other than the Exchange, there can
be no assurance that an active trading market for such Shares will develop or be
maintained. Trading in Shares may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares inadvisable.
In addition, trading in Shares on the Exchange is subject to trading halts
caused by extraordinary market volatility pursuant to Exchange “circuit breaker”
rules, which temporarily halt trading on the Exchange when a decline in the
S&P 500®
Index during a single day reaches certain thresholds (e.g.,
7%, 13%, and 20%). Additional rules applicable to the Exchange may halt trading
in Shares when extraordinary volatility causes sudden, significant swings in the
market price of Shares. There can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than Shares, and this
could lead to differences between the market price of the Shares and the
underlying value of those Shares.
•Investment
Company Risk.
The risks of investing in investment companies typically reflect the risks of
the types of instruments in which the investment companies invest. By investing
in another investment company, the Fund becomes a shareholder of that investment
company and bears its proportionate share of the fees and expenses of the other
investment company. Investments in ETFs are also subject to the “ETF Risks”
described above.
•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.
•Models
and Data Risk. When
Models and Data prove to be incorrect or incomplete, any decisions made in
reliance thereon expose the Fund to potential risks. The Kaiju Algorithm is
predictive in nature. The use of predictive models has inherent risks. For
example, such models may incorrectly forecast future behavior, leading to
potential losses. In addition, in unforeseen or certain low-probability
scenarios (often involving a market disruption of some kind), such models may
produce unexpected results, which can result in losses for the Fund.
Furthermore, because predictive models are usually constructed based on
historical data supplied by third parties, the success of relying on such models
may depend heavily on the accuracy and reliability of the supplied historical
data.
•New
Fund Risk. The
Fund is a recently organized investment company with no operating history. As a
result, prospective investors have no track record or history on which to base
their investment decision.
•Portfolio
Turnover Risk. The
Fund is expected to actively
and frequently trade
securities or
other instruments in
its portfolio to
carry out
its investment
strategies.
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.
•REIT
Investment Risk. Investments
in REITs involve unique risks. REITs may have limited financial resources, may
trade less frequently and in limited volume, and may be more volatile than other
securities. In addition, to the extent the Fund holds interests in REITs, it is
expected that investors in the Fund will bear two layers of asset-based
management fees and expenses (directly at the Fund level and indirectly at the
REIT level). The risks of investing in REITs include certain risks associated
with the direct ownership of real estate and the real estate industry in
general. These include risks related to general, regional and local economic
conditions; fluctuations in interest rates and property tax rates; shifts in
zoning laws, environmental regulations and other governmental action such as the
exercise of eminent domain; cash flow dependency; increased operating expenses;
lack of availability of mortgage funds; losses due to natural disasters;
overbuilding; losses due to casualty or condemnation; changes in property values
and rental rates; and other factors.
In
addition to these risks, residential/diversified REITs and commercial equity
REITs may be affected by changes in the value of the underlying property owned
by the trusts, while mortgage REITs may be affected by the quality of any credit
extended. Further, REITs are dependent upon management skills and generally may
not be diversified. REITs are also subject to heavy cash flow dependency,
defaults by borrowers and self-liquidation. In addition, REITs could possibly
fail to qualify for the beneficial tax treatment available to REITs under the
Internal Revenue Code of 1986, or to maintain their exemptions from registration
under the 1940 Act. The Fund expects that dividends received from a REIT and
distributed to Fund shareholders generally will be taxable to the shareholder as
ordinary income. The above factors may also adversely affect a borrower’s or a
lessee’s ability to meet its obligations to the REIT. In the event of a default
by a borrower or lessee, the REIT may experience delays in enforcing its rights
as a mortgagee or lessor and may incur substantial costs associated with
protecting investments.
PORTFOLIO
HOLDINGS INFORMATION
Information
about the Fund’s daily portfolio holdings is available at www.dipetf.com. A
complete description of the Fund’s policies and procedures with respect to the
disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement
of Additional Information (“SAI”).
MANAGEMENT
Investment
Adviser
Exchange
Traded Concepts, LLC, serves as the investment adviser and has overall
responsibility for the general management and administration of the Fund. The
Adviser also arranges for sub-advisory, transfer agency, custody, fund
administration, and all other non-distribution related services necessary for
the Fund to operate. The Adviser has provided investment advisory services to
individual and institutional accounts since 2009. The Adviser is an Oklahoma
limited liability company and is located at 10900 Hefner Pointe Drive, Suite
400, Oklahoma City, Oklahoma 73120. For the services it provides to the Fund,
the Fund pays the Adviser a unified management fee, which is calculated daily
and paid monthly, at an annual rate, based on the average daily net assets as
follows: 1.25% on the first $250 million in net assets; 1.15% on the next $250
million in net assets; 1.05% on the next $500 million in net assets; and 1.00%
on net assets greater than $1 billion.
Under
the Investment Advisory Agreement, the Adviser has agreed to pay all expenses of
the Fund except for the fee paid to the Adviser pursuant to the Investment
Advisory Agreement, interest charges on any borrowings, taxes, brokerage
commissions and other expenses incurred in placing orders for the purchase and
sale of securities and other investment instruments, acquired fund fees and
expenses, accrued deferred tax liability, extraordinary expenses, and
distribution fees and expenses paid by the Trust under any distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act (collectively, “Excluded
Expenses”).
The
Adviser has entered into an arrangement with the Sub-Adviser pursuant to which
the Sub-Adviser has agreed to assume the Adviser’s obligation to pay all
expenses of the Fund (except Excluded Expenses) and, to the extent applicable,
pay the Adviser a minimum fee.
The
basis for the Board of Trustees’ approval of the Fund’s Investment Advisory
Agreement will be available in the Fund’s first Annual or Semi-Annual Report to
Shareholders.
Investment
Sub-Adviser
The
Adviser and the Fund have retained Kaiju ETF Advisors to serve as sub-adviser
for the Fund. The Sub-Adviser is responsible for the day-to-day management of
the Fund, including the general management of the investment and reinvestment of
the assets of the Fund and selecting broker-dealers to execute purchase and sale
transactions, subject to the supervision of the Adviser and the Fund’s Board of
Trustees. The Sub-Adviser is an SEC-registered investment advisory firm that was
formed in February 2022. Its principal office is located at 33 N. LaSalle
Street, Suite 2210, Chicago, Illinois 60602. The Sub-Adviser provides investment
advisory services to the Fund and individual accounts.
For
its services, the Sub-Adviser is paid a fee by the Adviser, which is calculated
daily and paid monthly, at an annual rate, based on the average daily net assets
as follows: 1.10% on the first $250 million in net assets; 1.00% on the next
$250 million in net assets; 0.90% on the next $500 million in net assets; 0.85%
on the next $1 billion in net assets; 0.87% on the next $1 billion in net
assets; and 0.88% on net assets greater than $3 billion.
The
basis for the Board’s approval of the Fund’s investment sub-advisory agreement
will be available in the Fund’s first Annual or Semi-Annual Report to
Shareholders.
Portfolio
Managers
Andrew
Serowik, Todd Alberico, Gabriel Tan, Ryan Pannell, and Aitor Muguruza-Gonzalez
are jointly and primarily responsible for the day-to-day management of the
Fund’s portfolio.
Mr.
Serowik joined the Adviser from Goldman Sachs in May 2018. He began his career
at Spear, Leeds & Kellogg (“SLK”), continuing with Goldman after its
acquisition of SLK in September 2000. During his career of more than 19 years at
the combined companies, he held various roles, including managing the global
Quant ETF Strats team and One Delta ETF Strats. He designed and developed
systems for portfolio risk calculation, algorithmic ETF trading, and execution
monitoring, with experience across all asset classes. He graduated from the
University of Michigan with a Bachelor of Business Administration degree in
Finance.
Mr.
Alberico joined the Adviser in November 2020. From 2013 to 2020, Mr. Alberico
worked in ETF trading at Virtu Financial. Prior to Virtu Financial, Mr. Alberico
spent time in ETF trading at Goldman Sachs and Cantor Fitzgerald. He spent most
of that time focused on the Trading and Portfolio Risk Management of ETFs
exposed to international and domestic equity. He has worked on several different
strategies including lead market-making and electronic trading, to customer
facing institutional business developing models for block trading as well as
transitional trades. Mr. Alberico graduated from St. John’s University in NY
with a Bachelor of Science degree in Finance.
Mr.
Tan joined the Adviser in May 2019 as an Associate Portfolio Manager and was
promoted to Portfolio Manager in December 2020. From 2013 to 2017, Mr. Tan
worked at UBS and BBR Partners where he served as a financial planning analyst
and a portfolio strategist. During his time there, he developed comprehensive
wealth management solutions focused on portfolio optimization, trust and estate
planning, and tax planning. Mr. Tan graduated from the University of North
Carolina at Chapel Hill with a Bachelor of Science in Business Administration
with a concentration in Investments, a Bachelor of Arts in Economics, and a
Minor in Chinese.
Mr.
Pannell co-founded the Sub-Adviser in February 2022, and also serves as
portfolio manager and investment and scientific advisor. Mr. Pannell
concurrently serves as Chairman of Kaiju Worldwide, a global collective whose
contractors and operations span the globe across 17 countries and 13 time zones.
Prior to this role, Mr. Pannell founded in 2013 and subsequently served as CIO
of Kaiju Capital Management, a BVI-based Approved Investment Manager with over
$200 million in AUM across a diverse asset universe. As CIO, Mr. Pannell oversaw
and actively participated in the creation of all strategies Kaiju Capital
Management deploys today. Though no longer actively managing Kaiju Capital
Management’s multiple portfolios, Mr. Pannell is still the chief architect of
several proprietary strategies, and continues to ensure that these strategies
align with Kaiju’s Mechanisms of Reasoning®
to achieve consistently high risk-adjusted investment results.
Mr.
Pannell graduated from Ryerson University with a Bachelor of Fine
Arts.
Mr.
Muguruza-Gonzalez joined the Sub-Adviser in February 2022 and serves as the Head
of Quantitative Modelling and Data Analytics and Portfolio Manager. Mr.
Muguruza-Gonzalez concurrently serves as the Head of Quantitative Modelling and
Data Analytics for Kaiju Capital Management, an investment management firm which
he joined as a contractor in 2020. From 2018 to 2020, he served as a
quantitative research analyst at Natixis. Prior to his time at Natixis, Mr.
Muguruza-Gonzalez studied at Imperial College London, where he earned his
doctorate in mathematics. In addition to his investment management work, Mr.
Muguruza-Gonzalez is a visiting lecturer at Imperial College London.
The
Fund’s SAI provides additional information about the Portfolio Managers’
compensation structure, other accounts managed by the Portfolio Managers, and
the Portfolio Managers’ ownership of Shares.
HOW
TO BUY AND SELL SHARES
The
Fund issues and redeems Shares at NAV only in Creation Units. Only APs may
acquire Shares directly from the Fund, and only APs may tender their Shares for
redemption directly to the Fund, at NAV. APs must be a member or participant of
a clearing agency registered with the SEC and must execute a Participant
Agreement that has been agreed to by the Distributor (defined below), and that
has been accepted by the Fund’s transfer agent, with respect to purchases and
redemptions of Creation Units. Once created, Shares trade in the secondary
market in quantities less than a Creation Unit.
Most
investors buy and sell Shares in secondary market transactions through brokers.
Shares are listed for trading on the secondary market on the Exchange and can be
bought and sold throughout the trading day like other publicly traded
securities.
When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the bid-ask spread on
your transactions. In addition, because secondary market transactions occur at
market prices, you may pay more than NAV when you buy Shares and receive less
than NAV when you sell those Shares.
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
Fund imposes no restrictions on the frequency of purchases and redemptions of
Shares. In determining not to approve a written, established policy, the Board
evaluated the risks of market timing activities by Fund shareholders. Purchases
and redemptions by APs, who are the only parties that may purchase or redeem
Shares directly with the Fund, are an essential part of the ETF process and help
keep Share trading prices in line with NAV. As such, the Fund accommodates
frequent purchases and redemptions by APs. However, the Board has also
determined that frequent purchases and redemptions for cash may increase
tracking error and portfolio transaction costs and may lead to the realization
of capital gains. To minimize these potential consequences of frequent purchases
and redemptions, the Fund employs fair value pricing and may impose transaction
fees on purchases and redemptions of Creation Units to cover the custodial and
other costs incurred by the Fund in effecting trades. In addition, the Fund and
the Adviser reserve the right to reject any purchase order at any time.
Determination
of Net Asset Value
The
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern time, each day
the NYSE is open for business. The NAV is calculated by dividing the Fund’s net
assets by its Shares outstanding.
In
calculating its NAV, the Fund generally values its assets on the basis of market
quotations, last sale prices, or estimates of value furnished by a pricing
service or brokers who make markets in such instruments. If such information is
not available for a security held by the Fund or is determined to be unreliable,
the security will be valued by the Adviser at fair value pursuant to procedures
established by the Adviser and approved by the Board (as described below).
Fair
Value Pricing
The
Adviser has been designated by the Board as the valuation designee for the Fund
pursuant to Rule 2a-5 under the 1940 Act. In its capacity as valuation designee,
the Adviser has adopted procedures and methodologies to fair value Fund
securities whose market prices are not “readily available” or are deemed to be
unreliable. For example, such circumstances may arise when: (i) a security has
been de-listed or has had its trading halted or suspended; (ii) a security’s
primary pricing source is unable or unwilling to provide a price; (iii) a
security’s primary trading market is closed during regular market hours; or (iv)
a security’s value is materially affected by events occurring after the close of
the security’s primary trading market. The Board has appointed the Adviser as
the Fund’s valuation designee to perform all fair valuations of the Fund’s
portfolio investments, subject to the Board’s oversight. Accordingly, the
Adviser has established procedures for its fair valuation of the Fund’s
portfolio investments. Generally, when fair valuing a security held by the Fund,
the Adviser will take into account all reasonably available information that may
be relevant to a particular valuation including, but not limited to, fundamental
analytical data regarding the issuer, information relating to the issuer’s
business, recent trades or offers of the security, general and/or specific
market conditions and the specific facts giving rise to the need to fair value
the security. Fair value determinations are made in good faith and in accordance
with the fair value methodologies established by the Adviser. Due to the
subjective and variable nature of determining the fair value of a security or
other investment, there can be no assurance that the Adviser’s fair value will
match or closely correlate to any market quotation that subsequently becomes
available or the price quoted or published by other sources. In addition, the
Fund may not be able to obtain the fair value assigned to the security upon the
sale of such security.
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 the Fund beyond the limits set
forth in section 12(d)(1) subject to certain terms and conditions set forth in
Rule 12d1-4 under the 1940 Act, including that such investment companies enter
into an agreement with the Fund.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of the Fund. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for the Fund is available through certain broker-dealers. If
you are interested in enrolling in householding and receiving a single copy of
prospectuses and other shareholder documents, please contact your broker-dealer.
If you are currently enrolled in householding and wish to change your
householding status, please contact your broker-dealer.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
Dividends
and Distributions
Dividends
from net investment income, if any, are generally declared and paid monthly by
the Fund. Distributions of net realized securities gains, if any, generally are
declared annually. The Fund will declare and pay capital gain distributions in
cash. Distributions in cash may be reinvested automatically in additional whole
Shares only if the broker through whom you purchased Shares makes such option
available. Your broker is responsible for distributing the income and capital
gain distributions to you.
Taxes
The
following discussion is a summary of some important U.S. federal income tax
considerations generally applicable to investments in the Fund. Your investment
in the Fund may have other tax implications. Please consult your tax advisor
about the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws. 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.
The
Fund intends to elect and qualify each year for treatment as a regulated
investment company (“RIC”) under the Code. If it meets certain minimum
distribution requirements, a RIC is not subject to tax at the fund level on
income and gains from investments that are timely distributed to shareholders.
However, the Fund’s failure to qualify as a RIC or to meet minimum distribution
requirements would result (if certain relief provisions were not available) in
fund-level taxation and, consequently, a reduction in income available for
distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA, you need to be aware of the possible tax consequences
when the Fund makes distributions, when you sell your Shares listed on the
Exchange, and when you purchase or redeem Creation Units (APs only).
Taxes
on Distributions
The
Fund intends to distribute, at least annually, substantially all of its net
investment income and net capital gains. For federal income tax purposes,
distributions of investment income are generally taxable as ordinary income or
qualified dividend income. Taxes on distributions of capital gains (if any) are
determined by how long the Fund owned the investments that generated them,
rather than how long a shareholder has owned his or her Shares. Sales of assets
held by the Fund for more than one year generally result in long-term capital
gains and losses, and sales of assets held by the Fund for one year or less
generally result in short-term capital gains and losses. Distributions of the
Fund’s net capital gain (the excess of net long-term capital gains over net
short-term capital losses) that are reported by the Fund as capital gain
dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains,
which for non-corporate shareholders are subject to tax at reduced rates of up
to 20% (lower rates apply to individuals in lower tax brackets). Distributions
of short-term capital gain will generally be taxable as ordinary income.
Dividends and distributions are generally taxable to you whether you receive
them in cash or reinvest them in additional Shares.
Distributions
reported by the Fund as “qualified dividend income” are generally taxed to
non-corporate shareholders at rates applicable to long-term capital gains,
provided holding period and other requirements are met. “Qualified dividend
income” generally is income derived from dividends paid by U.S. corporations or
certain foreign corporations that are either incorporated in a U.S. possession
or eligible for tax benefits under certain U.S. income tax treaties. In
addition, dividends that the Fund received in respect of stock of certain
foreign corporations may be qualified dividend income if that stock is readily
tradable on an established U.S. securities market. Dividends received by the
Fund from an ETF, a REIT, or an underlying fund taxable as a RIC may be treated
as qualified dividend income generally only to the extent so reported by such
ETF, REIT or underlying fund. Corporate shareholders may be entitled to a
dividends received deduction for the portion of dividends they receive from the
Fund that are attributable to dividends received by the Fund from U.S.
corporations, subject to certain limitations.
Dividends
received by the Fund from an ETF or underlying fund taxable as a RIC may be
treated as qualified dividend income generally only to the extent so reported by
such ETF or underlying fund.
Shortly
after the close of each calendar year, you will be informed of the amount and
character of any distributions received from the Fund.
The
Fund may invest in U.S. REITs. The Tax Act treats “qualified REIT dividends”
(i.e.,
ordinary REIT dividends other than capital gain dividends and portions of REIT
dividends designated as qualified dividend income eligible for capital gain tax
rates) as eligible
for
a 20% deduction by non-corporate taxpayers. This deduction, if allowed in full,
equates to a maximum effective tax rate of 29.6% (37% top rate applied to income
after 20% deduction). Pursuant to recently proposed regulations on which the
Fund may rely, distributions by the Fund to its shareholders that are
attributable to qualified REIT dividends received by the Fund and which the Fund
properly reports as “section 199A dividends,” are treated as “qualified REIT
dividends” in the hands of non-corporate shareholders. A section 199A dividend
is treated as a qualified REIT dividend only if the shareholder receiving such
dividend holds the dividend-paying RIC shares for at least 46 days of the 91-day
period beginning 45 days before the shares become ex-dividend, and is not under
an obligation to make related payments with respect to a position in
substantially similar or related property. The Fund is permitted to report such
part of its dividends as section 199A dividends as are eligible, but is not
required to do so.
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8% tax
on all or a portion of their “net investment income,” which includes interest,
dividends, and certain capital gains (generally including capital gains
distributions and capital gains realized on the sale of Shares). This 3.8% tax
also applies to all or a portion of the undistributed net investment income of
certain shareholders that are estates and trusts.
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are generally
taxable even if they are paid from income or gains earned by the Fund before
your investment (and thus were included in the Shares’ NAV when you purchased
your Shares).
You
may wish to avoid investing in the Fund shortly before a dividend or other
distribution, because such a distribution will generally be taxable even though
it may economically represent a return of a portion of your investment.
If
the Fund’s distributions exceed its earnings and profits, all or a portion of
the distributions made for a taxable year may be recharacterized as a return of
capital to shareholders. A return of capital distribution will generally not be
taxable, but will reduce each shareholder’s cost basis in Shares and result in a
higher capital gain or lower capital loss when the Shares are sold. After a
shareholder’s basis in Shares has been reduced to zero, distributions in excess
of earnings and profits in respect of those Shares will be treated as gain from
the sale of the Shares.
If
you are neither a resident nor a citizen of the United States or if you are a
foreign entity, distributions (other than Capital Gain Dividends) paid to you by
the Fund will generally be subject to a U.S. withholding tax at the rate of 30%,
unless a lower treaty rate applies. Gains from the sale or other disposition of
Shares by non-U.S. shareholders generally are not subject to U.S. taxation,
unless you are a nonresident alien individual who is physically present in the
U.S. for 183 days or more per year. The Fund may, under certain circumstances,
report all or a portion of a dividend as an “interest-related dividend” or a
“short-term capital gain dividend,” which would generally be exempt from this
30% U.S. withholding tax, provided certain other requirements are met.
Different tax consequences may result if you are a foreign shareholder engaged
in a trade or business within the United States or if a tax treaty applies.
The
Fund (or a financial intermediary, such as a broker, through which a shareholder
owns Shares) generally is required to withhold and remit to the U.S. Treasury a
percentage (currently 24%) of the taxable distributions and sale proceeds paid
to any shareholder who fails to properly furnish a correct taxpayer
identification number, who has underreported dividend or interest income, or who
fails to certify that the shareholder is not subject to such withholding.
Taxes
When Shares are Sold on the Exchange
Provided
that a shareholder holds Shares as capital assets, any capital gain or loss
realized upon a sale of Shares generally is treated as a long-term capital gain
or loss if Shares have been held for more than one year and as a short-term
capital gain or loss if Shares have been held for one year or less. However, any
capital loss on a sale of Shares held for six months or less is treated as
long-term capital loss to the extent of Capital Gain Dividends paid with respect
to such Shares. Any loss realized on a sale will be disallowed to the extent
Shares of the Fund are acquired, including through reinvestment of dividends,
within a 61-day period beginning 30 days before and ending 30 days after the
disposition of Shares. The ability to deduct capital losses may be limited.
The
cost basis of Shares of the Fund acquired by purchase will generally be based on
the amount paid for the Shares and then may be subsequently adjusted for other
applicable transactions as required by the Code. The difference between the
selling price and the cost basis of Shares generally determines the amount of
the capital gain or loss realized on the sale or exchange of Shares. Contact the
broker through whom you purchased your Shares to obtain information with respect
to the available cost basis reporting methods and elections for your account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered, plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The
Internal Revenue Service may assert, however, that a loss that is realized upon
an exchange of securities for Creation Units may not be currently deducted under
the rules governing “wash sales” (for an AP who does
not
mark-to-market its holdings), or on the basis that there has been no significant
change in economic position. APs exchanging securities should consult their own
tax advisor with respect to whether the wash sales rule applies and when a loss
might be deductible.
The
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. The Fund may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause the Fund to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in-kind. As a result, the Fund may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares under all applicable tax
laws. For more information, please see the section entitled “Federal Income
Taxes” in the SAI.
DISTRIBUTION
The
Distributor, Quasar Distributors, LLC, a wholly owned subsidiary of Foreside
Financial Group, LLC (d/b/a ACA Group), is a broker-dealer registered with the
SEC. The Distributor distributes Creation Units for the Fund on an agency basis
and does not maintain a secondary market in Shares. The Distributor has no role
in determining the policies of the Fund or the securities that are purchased or
sold by the Fund. The Distributor’s principal address is 111 East Kilbourn
Avenue, Suite 2200, Milwaukee, Wisconsin 53202.
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, the Fund is authorized to
pay an amount up to 0.25% of its average daily net assets each year for certain
distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Fund, and there are no plans to impose
these fees. However, in the event Rule 12b-1 fees are charged in the future,
because the fees are paid out of the Fund’s assets, over time these fees will
increase the cost of your investment and may cost you more than certain other
types of sales charges.
PREMIUM/DISCOUNT
INFORMATION
Information
regarding how often Shares are traded on the Exchange at a price above
(i.e.,
at a premium) or below (i.e.,
at a discount) the NAV per Share will be available, free of charge, on the
Fund’s website at www.dipetf.com.
ADDITIONAL
NOTICES
Shares
are not sponsored, endorsed, or promoted by the Exchange. The Exchange makes no
representation or warranty, express or implied, to the owners of Shares or any
member of the public regarding the ability of the Fund to achieve its investment
objective. The Exchange is not responsible for, nor has it participated in, the
determination of the timing, prices, or quantities of Shares to be issued, nor
in the determination or calculation of the equation by which Shares are
redeemable. The Exchange has no obligation or liability to owners of Shares in
connection with the administration, marketing, or trading of the Shares. Without
limiting any of the foregoing, in no event shall the Exchange have any liability
for any lost profits or indirect, punitive, special, or consequential damages
even if notified of the possibility thereof.
FINANCIAL
HIGHLIGHTS
Financial
information is not available because the Fund had not commenced operations prior
to the date of this Prospectus.
BTD
Capital Fund
|
|
|
|
|
|
|
|
|
|
| |
Adviser
|
Exchange
Traded Concepts, LLC
10900
Hefner Pointe Drive, Suite 401
Oklahoma
City, Oklahoma 73120 |
Sub-Adviser |
Kaiju
ETF Advisors
33
N. LaSalle Street, Suite 2210
Chicago,
Illinois 60602 |
Transfer
Agent |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Administrator |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
Custodian |
U.S.
Bank, N.A.
1555
N. Rivercenter Dr., Suite 302
Milwaukee,
Wisconsin 53212 |
Distributor |
Quasar
Distributors, LLC
111
East Kilbourn Avenue, Suite 2200
Milwaukee,
Wisconsin 53202 |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
Independent
Registered Public Accounting Firm |
Cohen
& Company, Ltd.
342
North Water Street, Suite 830
Milwaukee,
Wisconsin 53202 |
Investors
may find more information about the Fund in the following documents:
Statement
of Additional Information: The
Fund’s SAI provides additional details about the investments and techniques of
the Fund and certain other additional information. A current SAI dated December
9, 2022 is on file with the SEC and is herein incorporated by reference into
this Prospectus. It is legally considered a part of this
Prospectus.
Annual/Semi-Annual
Reports:
Additional information about the Fund’s investments will be available in the
Fund’s annual and semi-annual reports to shareholders. In the annual report,
when available, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund’s performance after
the first fiscal year the Fund is in operation.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Fund by contacting the Fund at BTD Capital Fund, c/o
U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701 or
calling 1-800-617-0004.
Shareholder
reports and other information about the Fund are also available:
• Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or
• Free
of charge from the Fund’s website at www.dipetf.com; or
(SEC
Investment Company Act File No. 811-22668)