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4978/13/2026ETF Series
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|
|
| |
| (AINF)
Defiance Inference AI Chip ETF |
|
Listed
on The Nasdaq Stock Market LLC |
| (AIPK)
Defiance AI Packaging & Testing ETF |
| (PRAM)
Defiance Memory & Photonics ETF |
|
(PLUM)
Defiance Plumbing & Electrical ETF |
|
Listed
on the Cboe BZX Exchange, Inc. |
|
|
|
each,
a series of ETF Series Solutions
PROSPECTUS
August 13,
2026
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.
Investment
Objective
The
Defiance
Inference AI Chip ETF (the “Fund” or the “Inference AI Chip
ETF”) seeks to track the total return performance, before fees and expenses, of
the BITA AI Inference Chip Select Index (the “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.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
|
|
|
| Management
Fees |
0.65% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses* |
0.00% |
|
Total
Annual Fund Operating Expenses |
0.65% |
*
Estimated for
the current fiscal year.
Expense
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then 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 uses a “passive management” (or indexing) approach to track the total
return performance, before fees and expenses, of the Index.
BITA
AI Inference Chip Select Index
The
Index aims to capture the performance of global publicly listed securities
issued by companies that are leaders in the development of artificial
intelligence (“AI”) inference technologies. The Index constituents are primarily
engaged in the design, fabrication, or integrated manufacturing of specialized
chips, including GPUs, ASICs, and Neuromorphic processors, specifically
optimized for the execution of AI models. Eligible constituents must demonstrate
significant thematic exposure to the Index’s theme based either on its total
revenue derived from, or by being ranked within the top five positions in terms
of absolute thematic revenue in, the following segments:
Inference
GPUs:
Companies that design or manufacture highly parallelized processing units. While
originally for graphics, these chips are essential for AI inference due to their
ability to handle the massive simultaneous mathematical throughput required by
neural networks.
Custom
AI ASICs:
Companies focused on purpose-built silicon designed for a single, specific AI
application. These chips are engineered from the ground up to provide maximum
efficiency and performance for specific inference tasks, often outperforming
general-purpose hardware.
FPGA-based
AI Accelerators:
Companies providing integrated circuits designed to be configured by a customer
or a designer after manufacturing. In the AI context, these allow for
hardware-level acceleration of inference algorithms that can be updated or
re-programmed as AI models evolve.
AI-Optimized
CPUs:
Companies developing general-purpose processors with integrated AI acceleration
capabilities, such as dedicated instructions, tensor-processing components, or
neural processing engines. These processors support AI inference by
accelerating
neural-network computations and performing the logical control, task
orchestration, and sequential processing required to manage complex inference
workloads.
Accelerator
Modules:
Companies that produce integrated hardware systems or plug-in boards that
combine multiple AI chips, memory, and high-speed interconnects into a single
unit designed to be deployed in high-performance data centers for massive-scale
inference.
Neuromorphic
Chips:
Companies engaged in the development of brain-inspired computing hardware. These
processors mimic the neuro-biological architectures of the human nervous system
by using spiking neural networks, to achieve ultra-low power consumption, making
them ideal for edge-device inference.
The
products, services, and business activities (“PSA”) of each segment are mapped
into a set of sub-themes. The sub-themes are then grouped together into
overarching themes. The level of exposure of a company to a particular theme,
sub-theme, and PSA is determined by the BITA Thematic Exposure Score. The BITA
Thematic Exposure Score is equivalent to the sum of the revenue derived by the
company from each relevant PSA, as a proportion of the company’s total revenue.
Revenue-based exposure is determined through an analysis of a company’s business
footprint via the collection of publicly available data provided by the company
(i.e.,
regulatory filings, annual reports, 10-Ks, 10-Qs, 20-Fs, 8-Ks, quarterly
earnings reports, investor presentations, official earnings conference call
transcripts, and credible news sources).
Each
Index constituent must: (i)(a) derive at least 50% of its total revenue from, at
least one of the PSAs related to a segment listed above, or (b) rank within the
top five positions in the initial universe (as determined at the time of each
quarterly rebalance and reconstitution) by absolute revenue derived from any
combination of the PSAs related to one or more segments listed above, provided
that the Index constituent derives at least 25% of its total revenue from such
PSAs; (ii) be listed on one of the following exchanges: Australian Stock
Exchange, Vienna Stock Exchange, Euronext Brussels, Canadian Securities
Exchange, Toronto Stock Exchange, TSX Venture Exchange, Shanghai Stock Exchange,
Shenzhen Stock Exchange, Nasdaq Copenhagen, Nasdaq Helsinki, Euronext Paris
Exchange, Deutsche Börse, Hong Kong Stock Exchange, Euronext Irish Stock
Exchange, Tel-Aviv Stock Exchange, Borsa Italiana, Tokyo Stock Exchange,
Euronext Amsterdam Stock Exchange, New Zealand Stock Exchange, Euronext Oslo
Børs, Euronext Lisbon, Singapore Exchange, Korea Exchange, Bolsas y Mercados
Espanoles, Nasdaq Stockholm, SIX Swiss Exchange, Taiwan Stock Exchange, London
Stock Exchange, Nasdaq, or New York Stock Exchange, (iii) have a market
capitalization of at least $100 million; (iv) have a free-float percentage of at
least 10%; and (v) have a 3-month average daily traded value of at least $1
million (collectively, “AI Chip Companies”).
The
Index is rebalanced and reconstituted quarterly after the close of business on
the third Friday of March, June, September, and December each year based on data
as of the close of business of the first Friday of the rebalancing month.
However, between quarterly rebalances, BITA GmbH (the “Index Provider”) may, in
accordance with the Index methodology, (i) add immediately, as Index
constituents, initial public offerings (“IPOs”) or companies pivoting to
activities related to an Index segment with a proven thematic exposure higher
than the minimum requirement; and/or (ii) substitute an Index constituent or
perform an extraordinary adjustment to the Index upon the occurrence of an
extraordinary event as deemed by the Index Provider (e.g.,
a company files a shareholder report with the SEC that reflects at least 50% of
the company’s total revenue from at least one of the PSAs related to a segment
listed above). In such cases, the Index Provider will announce the extraordinary
Index adjustment with a notice period of at least two trading days (with respect
to the affected constituent) and proceed to its implementation after the close
of business on the effective date specified in the announcement.
As
of June 19, 2026, the Index had 26 constituents, 12 of which were listed on a
non-U.S. exchange. As of June 19, 2026, the Index had significant exposure to
companies domiciled in the United States and Taiwan. The Index’s geographic
exposure may change significantly with each reconstitution or based on market
movements in between reconstitutions.
At
the time of each rebalance and reconstitution of the Index, each constituent is
weighted by its free-float market capitalization and cannot exceed 20% of the
total Index weight. The cumulative weight of all constituents with a weighting
of more than 4.5% cannot exceed 40% of the total weight of the Index. Excess
weight is re-distributed proportionally among the uncapped constituents.
Additionally, the weight of each Index constituent may rise and/or fall between
Index rebalance dates.
The
Index was established in 2026 and is owned by the Index Provider. The Fund’s
Index Provider is not affiliated with the Fund’s adviser, sub-adviser,
administrator, or distributor.
The
Fund’s Investment Strategy
Under
normal circumstances, at least 80% of the Fund’s net assets (plus borrowings for
investment purposes) will be invested in AI Chip Companies, as defined above.
The Fund’s investments in AI Chip Companies will primarily consist of equity
securities (domestic and foreign) but may include total return swap agreements
that provide exposure to AI Chip Companies.
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning the Fund will generally invest in all of the component
securities of the Index in the same approximate proportions as in the
Index. However, the Fund may 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, when the Fund’s sub-adviser
believes
it is in the best interests of the Fund (e.g.,
when replicating the Index involves practical difficulties or substantial costs,
an Index constituent becomes temporarily illiquid, unavailable, or less liquid,
or as a result of legal restrictions or limitations that apply to the Fund but
not to the Index).
The
Fund generally may invest in securities or other investments not included in the
Index, but which the Fund’s sub-adviser believes will help the Fund track the
Index. For example, the Fund may invest in securities that are not components of
the Index to reflect various corporate actions and other changes to the Index
(such as reconstitutions, additions, and deletions).
The
Fund may invest in: (i) U.S. Government securities, such as bills, notes and
bonds issued by the U.S. Treasury; (ii) money market funds; and/or (iii)
corporate debt securities, such as commercial paper and other short-term
unsecured promissory notes issued by businesses that are rated investment grade
or determined by the Defiance ETFs, LLC (the “Adviser”) or sub-adviser to be of
comparable quality (collectively, “Collateral”). Such Collateral is designed to
provide liquidity, serve as margin or otherwise collateralize the Fund’s
investments in the derivatives positions.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were a diversified fund. To the extent the
Index concentrates (i.e., invests more than 25% of its net 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. As of June 19, 2026, the Index was concentrated in the semiconductors
industry within the information technology
sector.
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 Funds”.
•AI
Inference Technologies Industry Risk.
The Fund invests significantly in companies engaged in the development,
production, or utilization of AI inference technologies, including hardware
(e.g., semiconductors, accelerators), software platforms, cloud
infrastructure, and related services. These companies may be subject to rapid
technological change, product obsolescence, evolving industry standards, and
intense competition. The commercial adoption of AI inference technologies may
not occur as expected, and regulatory, ethical, or societal concerns related to
the deployment of AI may adversely impact demand or
profitability.
•Collateral
Securities Risk. Collateral may include obligations issued or guaranteed by the U.S.
government, its agencies and instrumentalities, including bills, notes and bonds
issued by the U.S. Treasury, money market funds and corporate debt securities,
such as commercial paper. Some securities issued or guaranteed by federal
agencies and U.S. government-sponsored instrumentalities may not be backed by
the full faith and credit of the United States, in which case the investor must
look principally to the agency or instrumentality issuing or guaranteeing the
security for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event that the agency or instrumentality does
not meet its commitment. The U.S. government, its agencies and instrumentalities
do not guarantee the market value of their securities, and consequently, the
value of such securities may fluctuate. Although the Fund may hold securities
that carry U.S. government guarantees, these guarantees do not extend to shares
of the Fund. The Fund’s investments in U.S. government securities will change in
value in response to interest rate changes and other factors, such as the
perception of an issuer’s creditworthiness. Money market funds are subject to
management fees and other expenses. Therefore, investments in money market funds
will cause the Fund to bear indirectly a proportional share of the fees and
costs of the money market funds in which it invests. At the same time, the Fund
will continue to pay its own management fees and expenses with respect to all of
its assets, including any portion invested in the shares of the money market
fund. It is possible to lose money by investing in money market funds. Corporate
debt securities such as commercial paper generally are short-term unsecured
promissory notes issued by businesses. Corporate debt may be rated
investment-grade or below investment-grade and may carry variable or floating
rates of interest. Corporate debt securities carry both credit risk and interest
rate risk. Credit risk is the risk that the Fund could lose money if the issuer
of a corporate debt security is unable to pay interest or repay principal when
it is due. Interest rate risk is the risk that interest rates rise and fall over
time. For example, the value of fixed-income securities generally decreases when
interest rates rise, which may cause the Fund’s value to decrease. Also,
investments in fixed-income securities with longer maturities fluctuate more in
response to interest rate changes.
•Concentration
Risk.
The
Fund’s investments will be concentrated in an industry or group of industries to
the same extent that the Index is so concentrated. In such event, the value of
the Shares may rise and fall more than the value of shares of a fund that
invests in securities of companies in a broader range of industries.
◦Semiconductors
Industry Risk.
Competitive pressures, intense competition, aggressive pricing, technological
developments, changing demand, research and development costs, availability and
price of components and product obsolescence can
significantly affect companies operating in
the semiconductors industry. Reduced demand for end-user products,
under-utilization of manufacturing capacity, and other factors could adversely
impact the operating results of companies in the semiconductors industry.
Semiconductor companies typically face high capital costs and may be heavily
dependent on intellectual property rights. The semiconductors industry is highly
cyclical, which may cause the operating results of many semiconductor companies
to vary significantly. The stock prices of companies in the semiconductors
industry have been and likely will continue to be extremely
volatile.
•Counterparty
Risk.
Counterparty risk is the risk that a counterparty to Fund transactions
(e.g.,
swap transactions) will be unable or unwilling to perform its contractual
obligation to the Fund. The Fund may use swap agreements to gain exposure to AI
Chip Companies in order to achieve its investment objective. Through these
investments and related arrangements, the Fund is exposed to the risk that the
counterparty may be unwilling or unable to make timely payments contemplated by
such arrangements or otherwise to meet its contractual obligations (i.e.,
counterparty credit risk). If the counterparty becomes bankrupt or defaults on
(or otherwise becomes unable or unwilling to perform) its payment or other
obligations to the Fund, the Fund may not receive the full amount it is entitled
to receive or may experience delays in recovering the collateral or other assets
held by, or on behalf of, the counterparty. If this occurs, the value of your
Shares in the Fund will decrease.
In addition, the Fund may enter into swap agreements with a limited
number of counterparties, which may increase the Fund’s exposure to counterparty
credit risk. To the extent the Fund’s counterparties are concentrated in the
financial services sector, the Fund bears the risk that those counterparties may
be adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide scale credit losses resulting
from financial difficulties or borrowers affecting that economic sector.
Further, there is a risk that no suitable counterparties will be willing to
enter into, or continue to enter into, transactions with the Fund and, as a
result, the Fund may not be able to achieve its investment
objective.
•Currency
Exchange Rate Risk. The Fund may invest 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.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, the
Sub-Adviser and/or other service providers (including custodians and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund’s other service providers, market makers,
Authorized Participants (“APs”), the Fund’s primary listing exchange, or the
issuers of securities in which the Fund invests have the ability to disrupt and
negatively affect the Fund’s business operations, including the ability to
purchase and sell Shares, potentially resulting in financial losses to the Fund
and its shareholders.
•Depositary
Receipt Risk. Depositary receipts involve risks similar to those associated with
investments in foreign securities, such as changes in political or economic
conditions of other countries and changes in the exchange rates of foreign
currencies. Depositary receipts listed on U.S. exchanges are issued by banks or
trust companies, and entitle the holder to all dividends and capital gains that
are paid out on the underlying foreign shares (“Underlying Shares”). When the
Fund invests in depositary receipts as a substitute for an investment directly
in the Underlying Shares, the Fund is exposed to the risk that the depositary
receipts may not provide a return that corresponds precisely with that of the
Underlying Shares.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. Certain of the Fund’s transactions in derivatives
could affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Swap
Agreements Risk.
Swap agreements are contracts between the Fund and a counterparty to exchange
the return of the pre-determined underlying investment (such as the rate of
return of the underlying index or basket of equity securities). Swap agreements
may be negotiated bilaterally and traded over-the-counter (“OTC”) between two
parties or, for certain standardized swaps, must be exchange-traded through a
futures commission merchant (“FCM”) and/or cleared through a clearinghouse that
serves as a central counterparty. Swap agreements may be subject to fees and
expenses, and by investing in swaps indirectly through the Fund, a shareholder
will bear the expenses of such derivatives in addition to expenses of the
Fund.
Risks
associated with the use of swap agreements are different from those associated
with ordinary portfolio securities transactions, due in part to the fact they
could be considered illiquid and many swaps trade on the OTC market. Swaps are
particularly subject to counterparty credit, correlation, valuation, liquidity
and leveraging risks. While exchange trading and central clearing are intended
to reduce counterparty credit risk and increase liquidity, they do not make swap
transactions risk-free. Additionally, applicable regulators have adopted rules
imposing certain margin requirements, including minimums,
on OTC swaps, which may result in the Fund and its counterparties
posting higher margin amounts for OTC swaps, which could increase the cost of
swap transactions to the Fund and impose added operational
complexity.
◦Swaps
Capacity Risk.
If the Fund’s ability to obtain exposure to swaps consistent with its investment
objective is disrupted for any reason including, for example, limited liquidity
in the market for AI Chip Companies, a disruption to the market for AI Chip
Companies, or as a result of margin requirements or other limitations imposed by
the Fund’s swaps dealers or the SEC, CFTC or other regulators, the Fund may not
be able to achieve its investment objective and may experience significant
losses.
In such circumstances, the Sub-Adviser
intends to take such action as it believes appropriate and in the best interest
of the Fund. Any disruption in the Fund’s ability to obtain exposure to AI Chip
Companies swaps may cause the Fund’s performance to deviate from the performance
of AI Chip Companies.
•Emerging
Markets Risk.
The Fund invests primarily 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.
◦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 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.
◦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. 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.
•Emerging
Technologies Investment Risk. The Fund invests primarily in companies with exposure to emerging
technologies, such as AI inference technologies, in accordance with the Index.
Companies across a wide variety of industries, primarily in the technology
sector, are exploring the possible applications of these technologies. The
extent of such technologies’ versatility has not yet been fully explored.
Consequently, the Fund’s holdings may include equity securities of operating
companies that have exposure to a wide variety of industries, and the economic
fortunes of certain companies held by the Fund may be significantly tied to such
industries. Currently, there are few public companies for which these emerging
technologies represent an attributable and significant revenue or profit stream,
and such technologies may not ultimately have a material effect on the economic
returns of companies in which the Fund invests.
•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, market volatility related to global
trade policy, 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.
◦Cash
Redemption Risk.
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.
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, there are
likely to be deviations between the current price of a security and the
security’s last quoted price from the closed foreign market. This may result in
premiums and discounts that are greater than those experienced by domestic
ETFs.
◦Trading. Although Shares are listed for trading on
The Nasdaq Stock Market LLC (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.
•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, the imposition of tariffs, or to political or economic
instability. There may be less information publicly available about a non-U.S.
issuer than a U.S. issuer. 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.
◦Risks
of Investing in Taiwan. Investments in Taiwanese issuers may
subject the Fund to risks specific to Taiwan. Taiwan is a small island state
with few raw material resources and limited land area and is reliant on imports
for its commodity needs. Any fluctuations or shortages in the commodity markets
could have a negative impact on the Taiwanese economy. Also, continued labor
outsourcing may adversely affect the Taiwanese economy. Taiwan’s economy is
intricately linked with economies of Asian countries that have experienced
over-extensions of credit, frequent and pronounced currency fluctuations,
currency devaluations, currency repatriation, rising unemployment and
fluctuations in inflation. The Taiwanese economy is dependent on the economies
of Japan and China, as well as the United States, and negative changes in their
economies or a reduction in purchases by any of them of Taiwanese products and
services would likely have an adverse impact on the Taiwanese economy. Taiwan’s
geographic proximity to China and Taiwan’s history of political contention with
China have resulted in ongoing tensions with China, including the risk of war
with China. These tensions may materially affect the Taiwanese economy and
securities markets.
•Index
Methodology Risk. The
Index may not include all companies around the globe whose products or services
are predominantly tied to the development of inference AI chip technologies
because the Index includes only those companies meeting the Index criteria. For
example, companies that would otherwise be included in the Index might be
excluded from the Index if they are not listed on one of the exchanges specified
in the Index description.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Fund and its
shareholders.
•Market
Capitalization Risk
◦Large-Capitalization
Investing.
The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization
companies may also be unable to respond quickly to new competitive
challenges, such as changes in technology and consumer tastes.
◦Mid-Capitalization
Investing. The securities of mid-capitalization companies may be more vulnerable
to adverse issuer, market, political, or economic developments than securities
of large-capitalization companies, 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.
◦Small-Capitalization
Investing.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price changes than large- or mid-capitalization stocks or the
stock market as a whole. There is typically less publicly available information
concerning smaller-capitalization companies than for larger, more established
companies.
•New
Fund Risk.
The Fund is a recently organized investment company with limited
operating history. As a result, prospective investors have limited track record
or history on which to base their investment decision.
•Non-Diversification
Risk.
The Fund is considered to be non-diversified, which means that it may
invest more of its assets in the securities of a single issuer or a smaller
number of issuers than if it were a diversified fund. As a result, the Fund may
be more exposed to the risks associated with and developments affecting an
individual issuer or a smaller number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively smaller number of issuers to have a greater impact on the Fund’s
performance. However, the Fund intends to satisfy the diversification
requirements for qualifying as a regulated investment company (“RIC”) under
Subchapter M of the Internal Revenue Code of 1986, as amended (the
“Code”).
•Passive
Investment Risk. The Fund is not actively managed, and its sub-adviser would not sell
shares of an equity security due to current or projected underperformance of a
security, industry, or sector, unless that security is removed from the Index or
the selling of shares of that security is otherwise required upon a
reconstitution or rebalancing of the Index in accordance with the Index
methodology.
•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.
◦Information
Technology Sector Risk. The Fund is generally expected to invest
significantly in companies in the information technology sector, including the
semiconductor and software industries, and therefore the performance of the Fund
could be negatively impacted by events affecting this sector. 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. Companies in the software industry are subject to significant
competitive pressures, such as aggressive pricing, new market entrants,
competition for market share, short product cycles due to an accelerated rate of
technological developments and the potential for limited earnings and/or falling
profit margins. While semiconductor companies are also subject to significant
competition and pricing pressure, semiconductor companies may be significantly
impacted by changing demand, research and development costs, and the
availability and price of components. 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. Information technology companies and companies that rely
heavily on technology may also be prone to operational and information security
risks resulting from cyber-attacks and/or technological
malfunctions.
•Tax
Risk. To qualify for the favorable tax treatment generally available to
regulated investment companies, the Fund must satisfy certain diversification
requirements. In particular, the Fund generally may not acquire a security if,
as a result of the acquisition, more than 50% of the value of the Fund’s assets
would be invested in (a) issuers in which the Fund has, in each case, invested
more than 5% of the Fund’s assets or (b) issuers more than 10% of whose
outstanding voting securities are owned by the Fund. Given the concentration of
the Index in a relatively small number of securities, it may not always be
possible for the Fund to fully implement a replication strategy or a
representative sampling strategy while satisfying these diversification
requirements. The Fund’s efforts to satisfy the diversification requirements may
affect the Fund’s execution of its investment strategy and may cause the Fund’s
return to deviate from that of the Index, and the Fund’s efforts to replicate or
represent the Index may cause it inadvertently to fail to satisfy the
diversification requirements. If the Fund were to fail to satisfy the
diversification requirements, it could incur penalty taxes and be forced to
dispose of certain assets, or it could fail to qualify as a regulated investment
company. If the Fund were to fail to qualify as a regulated investment company,
it would be taxed in the same manner as an ordinary corporation, and
distributions to its shareholders would not be deductible by the Fund in
computing its taxable income.
•Tracking
Error Risk. As with all index funds, the performance of the Fund and its 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
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.defianceetfs.com.
Portfolio
Management
|
|
|
|
|
| |
| Adviser |
Defiance
ETFs, LLC |
| Sub-Adviser |
Tidal
Investments LLC (“Tidal” or the “Sub-Adviser”) |
| Portfolio
Managers |
Christopher
Mullen, CFA, Portfolio Manager for the Sub-Adviser, and Brett Johnson,
CFA, Portfolio Manager for the Sub-Adviser, are portfolio managers of the
Fund since its inception in August, 2026. |
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.defianceetfs.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
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
Investment
Objective
The
Defiance
AI Packaging & Testing ETF (the “Fund” or the “AI Packaging
& Testing ETF”) seeks to track the total return performance, before fees and
expenses, of the BITA AI Advanced Packaging and Testing Index (the
“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.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
|
| |
| Management
Fees |
0.65% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses* |
0.00% |
| Total
Annual Fund Operating Expenses |
0.65% |
*
Estimated for
the current fiscal year.
Expense
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then 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 uses a “passive management” (or indexing) approach to track the total
return performance, before fees and expenses, of the Index.
BITA
AI Advanced Packaging and Testing Index
The
Index seeks to track the performance of publicly traded companies with material
involvement in the provision of specialized packaging and testing for artificial
intelligence (“AI”) semiconductors. The Index captures both suppliers of
critical materials, substrates, equipment, and test systems, as well as
outsourced semiconductor assembly and test (“OSATs”), foundries, and integrated
database management system (“IDMs”) that offer advanced packaging services.
Eligible constituents must demonstrate significant thematic exposure to the
Index’s theme based either on its total revenue derived from, or by being ranked
within the top five positions in terms of absolute thematic revenue in, the
following segments:
Process
Control & Metrology:
Companies that provide inspection, measurement, and defect-detection systems for
semiconductor wafers and packages. They use optical, electron-beam, and X-ray
techniques to verify critical dimensions, film thickness, overlay accuracy, and
surface quality at nanometre scales, enabling high yields in advanced packaging
production lines.
Wafer-Level
Back-End Processing:
Companies that perform post-front-end processes while chips are still on the
silicon wafer, including redistribution layer (RDL) formation, under-bump
metallisation (UBM), copper pillar plating, and through-silicon via (TSV)
creation. These steps are essential for fan-out, wafer-level chip-scale
packaging (WLCSP), and 3D-IC stacking.
Die
Bonding & Assembly:
Companies that develop and operate precision pick-and-place, die attach, and
thermocompression bonding equipment used to mount individual semiconductor dies
onto substrates, interposers, or other dies. They enable high-density
interconnection in multi-chip modules, chiplet-based designs, and memory
stacks.
Factory
Automation & Wafer Handling:
Companies that supply automated material handling systems, equipment front end
modules (EFEMs), wafer transfer robots, load ports, and stockers for cleanroom
environments. Their solutions move wafers, reconstituted wafers, and panels
between process tools while maintaining contamination control and
traceability.
Silicon
Photonics & Co-Packaged Optics (CPO) Equipment:
Companies that manufacture assembly, alignment, and test equipment for optical
integrated circuits. This includes precision fibre attach, edge coupler
alignment, grating coupler testing, and hybrid integration tools that combine
electronic and photonic dies into a single package, enabling high-bandwidth,
low-power data transmission for AI clusters and high-performance
computing.
Test
& Burn-In:
Companies that provide automated test equipment (ATE), probe cards, load boards,
and burn-in systems for semiconductor devices. Their technologies perform
functional, parametric, and reliability testing at wafer, singulated die, and
package levels, including high-temperature operating life (HTOL) stress to
screen early failures in AI, HPC, and memory chips.
Advanced
Packaging Substrates & Interposers:
Companies that design and fabricate high-density organic, ceramic, or glass
substrates and silicon interposers. These components provide fine-pitch
interconnect layers (e.g.,
ABF build-up films), passive routing, and power delivery between chiplets and
printed circuit boards, forming the backbone of 2.5D and 3D advanced
packages.
Panel-Level
Packaging (PLP) Equipment:
Companies that develop processing tools (lithography, plating, etching,
lamination, bonding) adapted for large rectangular panels rather than circular
wafers. Their equipment improves material utilisation and throughput for fan-out
packaging on panel substrates up to 600×600 mm or larger, reducing cost per unit
for high-volume applications.
Advanced
Packaging Materials:
Companies that produce specialised chemicals, films, pastes, and underfill
materials used in advanced assembly. Key products include dielectric build-up
films (e.g.,
ABF), non-conductive pastes (NCP), capillary underfill (CUF), thermal interface
materials (TIM), and wafer-level moulding compounds that ensure electrical
insulation, mechanical stability, and heat dissipation.
Memory
Packaging & Test:
Companies focused on the unique assembly and test requirements of high-bandwidth
memory (HBM), DDR5, and 3D NAND. This includes die stacking with through-silicon
vias, hybrid bonding, and system-level test solutions for memory-intensive AI
accelerators, graphics processors, and server modules.
The
products, services, and business activities (“PSA”) of each segment are mapped
into a set of sub-themes. The sub-themes are then grouped together into
overarching themes. The level of exposure of a company to a particular theme,
sub-theme, and PSA is determined by the BITA Thematic Exposure Score. The BITA
Thematic Exposure Score is equivalent to the sum of the revenue derived by the
company from each relevant PSA, as a proportion of the company’s total revenue.
Revenue-based exposure is determined through an analysis of a company’s business
footprint via the collection of publicly available data provided by the company
(i.e.,
regulatory filings, annual reports, 10-Ks, 10-Qs, 20-Fs, 8-Ks, quarterly
earnings reports, investor presentations, official earnings conference call
transcripts, and credible news sources).
Each
Index constituent must: (i)(a) derive at least 50% of its total revenue from, at
least one of the
PSAs
related to a segment listed above, or (b) rank within the top five positions in
the initial universe (as determined at the time of each quarterly rebalance and
reconstitution) by absolute revenue derived from any combination of the PSAs
related to one or more segments listed above, provided that the Index
constituent derives at least 25% of its total revenue from such PSAs; (ii) be
listed on one of the following exchanges: Australian Stock Exchange, Vienna
Stock Exchange, Euronext Brussels, Canadian Securities Exchange, Toronto Stock
Exchange, TSX Venture Exchange, Shanghai Stock Exchange, Shenzhen Stock
Exchange, Nasdaq Copenhagen, Nasdaq Helsinki, Euronext Paris Exchange, Deutsche
Börse, Hong Kong Stock Exchange, Euronext Irish Stock Exchange, Tel-Aviv Stock
Exchange, Borsa Italiana, Tokyo Stock Exchange, Euronext Amsterdam Stock
Exchange, New Zealand Stock Exchange, Euronext Oslo Børs, Euronext Lisbon,
Singapore Exchange, Korea Exchange, Bolsas y Mercados Espanoles, Nasdaq
Stockholm, SIX Swiss Exchange, Taiwan Stock Exchange, London Stock Exchange,
Nasdaq, or New York Stock Exchange, (iii) have a market capitalization of at
least $100 million; (iv) have a free-float percentage of at least 10%; and (v)
have a 3-month average daily traded value of at least $1 million (collectively,
“AI Packaging & Testing Companies”).
The
Index is rebalanced and reconstituted quarterly after the close of business on
the third Friday of March, June, September, and December each year based on data
as of the close of business of the first Friday of the rebalancing month.
However, between quarterly rebalances, BITA GmbH (the “Index Provider”) may, in
accordance with the Index methodology, (i) add immediately, as Index
constituents, initial public offerings (“IPOs”) or companies pivoting to
activities related to an Index segment with a proven thematic exposure higher
than the minimum requirement; and/or (ii) substitute an Index constituent or
perform an extraordinary adjustment to the Index upon the occurrence of an
extraordinary event as deemed by the Index Provider (e.g.,
a company files a shareholder report with the SEC that reflects at least 50% of
the company’s total revenue from at least one of the PSAs related to a segment
listed above). In such cases, the Index Provider will announce the extraordinary
Index adjustment with a notice period of at least two trading days (with respect
to the affected constituent) and proceed to its implementation after the close
of business on the effective date specified in the
announcement.
As
of June 30, 2026, the Index had 17 constituents, 11 of which were listed on a
non-U.S. exchange.
As
of June 30, 2026, the Index had significant exposure to companies in China,
Japan, and Taiwan. The Index’s geographic exposure may change significantly with
each reconstitution or based on market movements in between
reconstitutions.
At
the time of each rebalance and reconstitution of the Index, each constituent is
weighted by its free-float market capitalization. Additionally, the weight of
each Index constituent may rise and/or fall between Index rebalance dates.
The
Index was established in 2026 and is owned by the Index Provider. The Fund’s
Index Provider is not affiliated with the Fund’s adviser, sub-adviser,
administrator, or distributor.
The
Fund’s Investment Strategy
Under
normal circumstances, at least 80% of the Fund’s net assets (plus borrowings for
investment purposes) will be invested in AI Packaging & Testing Companies,
as defined above. The Fund’s investments in AI Packaging & Testing Companies
will primarily consist of equity securities (domestic and foreign) but may
include total return swap agreements that provide exposure to AI Packaging &
Testing Companies.
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning the Fund will generally invest in all of the component
securities of the Index in the same approximate proportions as in the
Index. However, the Fund may 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, when the Fund’s sub-adviser believes it
is in the best interests of the Fund (e.g.,
when replicating the Index involves practical difficulties or substantial costs,
an Index constituent becomes temporarily illiquid, unavailable, or less liquid,
or as a result of legal restrictions or limitations that apply to the Fund but
not to the Index).
The
Fund generally may invest in securities or other investments not included in the
Index, but which the Fund’s sub-adviser believes will help the Fund track the
Index. For example, the Fund may invest in securities that are not components of
the Index to reflect various corporate actions and other changes to the Index
(such as reconstitutions, additions, and deletions).
The
Fund may invest in: (i) U.S. Government securities, such as bills, notes and
bonds issued by the U.S. Treasury; (ii) money market funds; and/or (iii)
corporate debt securities, such as commercial paper and other short-term
unsecured promissory notes issued by businesses that are rated investment grade
or determined by the Defiance ETFs, LLC (the “Adviser”) or sub-adviser to be of
comparable quality (collectively, “Collateral”). Such Collateral is designed to
provide liquidity, serve as margin or otherwise collateralize the Fund’s
investments in the derivatives positions.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were a diversified fund. To the extent
the Index concentrates (i.e., invests more than 25% of its net 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. As of June 30, 2026, the Index was concentrated in the
semiconductors industry within the information technology
sector.
Principal
Investment Risks
The
principal risks of investing in the Fund are summarized below. The principal
risks are presented generally 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.”
•AI
Semiconductor Specialized Packaging and Testing Industry
Risk. The Fund invests primarily in companies engaged in advanced
semiconductor packaging and testing technologies that support AI-driven
computing, including high-performance chip integration, 2.5D/3D packaging,
chiplet architectures, and high-bandwidth interconnect solutions. These
companies operate in a highly specialized and technically complex segment of the
semiconductor industry that is subject to rapid innovation, evolving design
requirements, and stringent performance standards. Their business outcomes
depend on the adoption of next-generation semiconductor architectures and the
ability to successfully develop and scale advanced packaging solutions, which
may involve significant engineering challenges, high capital expenditures, and
potential yield constraints. Demand for these services is closely tied to a
concentrated group of large semiconductor designers and AI infrastructure
providers, making issuers susceptible to fluctuations in customer demand and
pricing pressure. In addition, companies in this industry rely on global supply
chains for critical materials, substrates, and manufacturing equipment, which
may be disrupted by geopolitical developments, trade restrictions, or shortages.
The industry is also characterized by cyclical demand patterns, high fixed
costs, and the risk of technological obsolescence if newer packaging or
integration methods emerge.
•China
A-Shares Risk.
A-Shares are issued by companies incorporated in mainland China and are
denominated in Chinese renminbi and traded on the two main Chinese exchanges:
SSE and SZSE. Foreign investors can access investments in A-Shares by obtaining
a Qualified Foreign Institutional Investor (“QFII”) or a Renminbi Qualified
Foreign Institutional Investor (“RQFII”)
license, as well as through the Stock Connect Program, which is a
securities trading and clearing program with an aim to achieve mutual stock
market access between the China and Hong Kong markets. Stock Connect was
developed by Hong Kong Exchanges and Clearing Limited, the SSE (in the case of
Shanghai Connect) or the SZSE (in the case of Shenzhen Connect), and the China
Securities Depository and Clearing Corporation Limited (“CSDCC”). The Fund
currently intends to gain exposure to A-Shares through the Stock Connect
Programs. The markets on which A-Shares trade are considered emerging markets
characterized by generally low trading volume and less market liquidity due to
various factors. For example, investments in A-Shares are subject to various
regulations and limits, and the recoupment or repatriation of assets invested in
A-Shares is subject to restrictions imposed by the Chinese government. In
addition, investors from outside mainland China may face difficulties or
prohibitions accessing certain A-Shares that are part of a restricted list in
countries such as the U.S. A-Shares may also be subject to frequent and
widespread trading halts, which can increase pricing volatility and cause the
A-Shares to become illiquid. Trading suspensions in certain stock could lead to
greater market execution, clearing and settlement risks and costs for the Fund,
and the creation and redemption of Creation Units (as defined below) may also be
disrupted. These risks, among others, could adversely affect the value of the
Fund’s investments.
•Collateral
Securities Risk. Collateral may include obligations issued or guaranteed by the U.S.
government, its agencies and instrumentalities, including bills, notes and bonds
issued by the U.S. Treasury, money market funds and corporate debt securities,
such as commercial paper. Some securities issued or guaranteed by federal
agencies and U.S. government-sponsored instrumentalities may not be backed by
the full faith and credit of the United States, in which case the investor must
look principally to the agency or instrumentality issuing or guaranteeing the
security for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event that the agency or instrumentality does
not meet its commitment. The U.S. government, its agencies and instrumentalities
do not guarantee the market value of their securities, and consequently, the
value of such securities may fluctuate. Although the Fund may hold securities
that carry U.S. government guarantees, these guarantees do not extend to shares
of the Fund. The Fund’s investments in U.S. government securities will change in
value in response to interest rate changes and other factors, such as the
perception of an issuer’s creditworthiness. Money market funds are subject to
management fees and other expenses. Therefore, investments in money market funds
will cause the Fund to bear indirectly a proportional share of the fees and
costs of the money market funds in which it invests. At the same time, the Fund
will continue to pay its own management fees and expenses with respect to all of
its assets, including any portion invested in the shares of the money market
fund. It is possible to lose money by investing in money market funds. Corporate
debt securities such as commercial paper generally are short-term unsecured
promissory notes issued by businesses. Corporate debt may be rated
investment-grade or below investment-grade and may carry variable or floating
rates of interest. Corporate debt securities carry both credit risk and interest
rate risk. Credit risk is the risk that the Fund could lose money if the issuer
of a corporate debt security is unable to pay interest or repay principal when
it is due. Interest rate risk is the risk that interest rates rise and fall over
time. For example, the value of fixed-income securities generally decreases when
interest rates rise, which may cause the Fund’s value to decrease. Also,
investments in fixed-income securities with longer maturities fluctuate more in
response to interest rate changes.
•Concentration
Risk.
The
Fund’s investments will be concentrated in a particular industry or group of
related industries to the extent that the Index is so concentrated. In such
event, the value of the Shares may rise and fall more than the value of shares
of a fund that invests in securities of companies in a broader range of
industries.
◦Semiconductors
Industry Risk.
Competitive pressures, intense competition, aggressive pricing, technological
developments, changing demand, research and development costs, availability and
price of components and product obsolescence can significantly affect companies
operating in the semiconductors industry. Reduced demand for end-user products,
under-utilization of manufacturing capacity, and other factors could adversely
impact the operating results of companies in the semiconductors industry.
Semiconductor companies typically face high capital costs and may be heavily
dependent on intellectual property rights. The semiconductors industry is highly
cyclical, which may cause the operating results of many semiconductor companies
to vary significantly. The stock prices of companies in the semiconductors
industry have been and likely will continue to be extremely
volatile.
•Counterparty
Risk.
Counterparty risk is the risk that a counterparty to Fund transactions
(e.g.,
swap transactions) will be unable or unwilling to perform its contractual
obligation to the Fund. The Fund may use swap agreements to gain exposure to AI
Packaging & Testing Companies in order to achieve its investment objective.
Through these investments and related arrangements, the Fund is exposed to the
risk that the counterparty may be unwilling or unable to make timely payments
contemplated by such arrangements or otherwise to meet its contractual
obligations (i.e.,
counterparty credit risk). If the counterparty becomes bankrupt or defaults on
(or otherwise becomes unable or unwilling to perform) its payment or other
obligations to the Fund, the Fund may not receive the full amount it is entitled
to receive or may experience delays in recovering the collateral or other assets
held by, or on behalf of, the counterparty. If this occurs, the value of your
Shares in the Fund will decrease.
In
addition, the Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. To the extent the Fund’s counterparties are concentrated in the financial
services sector, the Fund bears the risk that those counterparties may be
adversely affected by legislative or regulatory changes, adverse market
conditions,
increased competition, and/or wide scale credit losses resulting from financial
difficulties or borrowers affecting that economic sector. Further, there is a
risk that no suitable counterparties will be willing to enter into, or continue
to enter into, transactions with the Fund and, as a result, the Fund may not be
able to achieve its investment objective.
•Currency
Exchange Rate Risk. The Fund may invest 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.
•Cybersecurity
Risk. Cybersecurity incidents may allow an unauthorized party to gain
access to Fund assets or proprietary information, or cause the Fund, the
Adviser, the Sub-Adviser and/or other service providers (including custodians
and financial intermediaries) to suffer data breaches or data corruption.
Additionally, cybersecurity failures or breaches of the electronic systems of
the Fund, the Adviser, the Sub-Adviser or the Fund’s other service providers,
market makers, Authorized Participants (“APs”), the Fund’s primary listing
exchange, or the issuers of securities in which the Fund invests have the
ability to disrupt and negatively affect the Fund’s business operations,
including the ability to purchase and sell Shares, potentially resulting in
financial losses to the Fund and its shareholders.
•Depositary
Receipt Risk.
Depositary receipts involve risks similar to those associated with
investments in foreign securities, such as changes in political or economic
conditions of other countries and changes in the exchange rates of foreign
currencies. Depositary receipts listed on U.S. exchanges are issued by banks or
trust companies and entitle the holder to all dividends and capital gains that
are paid out on the underlying foreign shares (“Underlying Shares”). When the
Fund invests in depositary receipts as a substitute for an investment directly
in the Underlying Shares, the Fund is exposed to the risk that the depositary
receipts may not provide a return that corresponds precisely with that of the
Underlying Shares.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. Certain of the Fund’s transactions in derivatives
could affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Swap
Agreements Risk.
Swap agreements are contracts between the Fund and a counterparty to exchange
the return of the pre-determined underlying investment (such as the rate of
return of the underlying index or basket of equity securities). Swap agreements
may be negotiated bilaterally and traded over-the-counter (“OTC”) between two
parties or, for certain standardized swaps, must be exchange-traded through a
futures commission merchant (“FCM”) and/or cleared through a clearinghouse that
serves as a central counterparty. Swap agreements may be subject to fees and
expenses, and by investing in swaps indirectly through the Fund, a shareholder
will bear the expenses of such derivatives in addition to expenses of the
Fund.
Risks associated with the use of swap agreements are different from
those associated with ordinary portfolio securities transactions, due in part to
the fact they could be considered illiquid and many swaps trade on the OTC
market. Swaps are particularly subject to counterparty credit, correlation,
valuation, liquidity and leveraging risks. While exchange trading and central
clearing are intended to reduce counterparty credit risk and increase liquidity,
they do not make swap transactions risk-free. Additionally, applicable
regulators have adopted rules imposing certain margin requirements, including
minimums, on OTC swaps, which may result in the Fund and its counterparties
posting higher margin amounts for OTC swaps, which could increase the cost of
swap transactions to the Fund and impose added operational
complexity.
◦Swaps
Capacity Risk.
If the Fund’s ability to obtain exposure to swaps consistent with its investment
objective is disrupted for any reason including, for example, limited liquidity
in the market for AI Packaging & Testing Companies, a disruption to the
market for AI Packaging & Testing Companies, or as a result of margin
requirements or other limitations imposed by the Fund’s swaps dealers or the
SEC, CFTC or other regulators, the Fund may not be able to achieve its
investment objective and may experience significant losses.
In such circumstances, the Sub-Adviser
intends to take such action as it believes appropriate and in the best interest
of the Fund. Any disruption in the Fund’s ability to obtain exposure to AI
Packaging & Testing Companies swaps may cause the Fund’s performance to
deviate from the performance of AI Packaging & Testing
Companies.
•Emerging
Markets Risk.
The Fund invests primarily 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.
◦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 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.
◦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. 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.
•Emerging
Technologies Investment Risk. The Fund invests primarily in companies with exposure to emerging
technologies, such as specialized packaging and testing for AI semiconductors,
in accordance with the Index. Companies across a wide variety of industries,
primarily in the technology sector, are exploring the possible applications of
these technologies. The extent of such technologies’ versatility has not yet
been fully explored. Consequently, the Fund’s holdings may include equity
securities of operating companies that have exposure to a wide variety of
industries, and the economic fortunes of certain companies held by the Fund may
be significantly tied to such industries. Currently, there are few public
companies for which these emerging technologies represent an attributable and
significant revenue or profit stream, and such technologies may not ultimately
have a material effect on the economic returns of companies in which the Fund
invests.
•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, market volatility related to global
trade policy, 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.
◦Cash
Redemption Risk.
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.
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, there are likely to be deviations
between the
current price of a security and the security’s last quoted price from
the closed foreign market. This may result in premiums and discounts that are
greater than those experienced by domestic ETFs.
◦Trading. Although Shares are listed for trading on
the Cboe BZX Exchange, Inc. (the “Exchange”) and may be traded on U.S. exchanges
other than the Exchange, there can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than
Shares.
•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, the imposition of tariffs, or to political or economic
instability. There may be less information publicly available about a non-U.S.
issuer than a U.S. issuer. 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.
◦Risks
Related to Investing in Japan. The Japanese economy may be subject to considerable degrees of
economic, political and social instability, which could have a negative impact
on Japanese securities. While the Japanese economy has recently emerged from a
prolonged economic downturn, Japan’s economic growth rate may remain relatively
low in the future. In addition, Japan is subject to the risk of natural
disasters, such as earthquakes, volcanoes, typhoons and tsunamis. Additionally,
decreasing U.S. imports, new trade regulations, changes in the U.S. dollar
exchange rates, or a recession in the United States may have an adverse impact
on the economy of Japan. Japan also has few natural resources, and any
fluctuation or shortage in the commodity markets could have a negative impact on
Japanese securities.
◦Risks
of Investing in Taiwan. Investments in Taiwanese issuers may
subject the Fund to risks specific to Taiwan. Taiwan is a small island state
with few raw material resources and limited land area and is reliant on imports
for its commodity needs. Any fluctuations or shortages in the commodity markets
could have a negative impact on the Taiwanese economy. Also, continued labor
outsourcing may adversely affect the Taiwanese economy. Taiwan’s economy is
intricately linked with economies of Asian countries that have experienced
over-extensions of credit, frequent and pronounced currency fluctuations,
currency devaluations, currency repatriation, rising unemployment and
fluctuations in inflation. The Taiwanese economy is dependent on the economies
of Japan and China, as well as the United States, and negative changes in their
economies or a reduction in purchases by any of them of Taiwanese products and
services would likely have an adverse impact on the Taiwanese economy. Taiwan’s
geographic proximity to China and Taiwan’s history of political contention with
China have resulted in ongoing tensions with China, including the risk of war
with China. These tensions may materially affect the Taiwanese economy and
securities markets.
•Index
Methodology Risk. The
Index may not include all companies around the globe whose products or services
are predominantly tied to the development of specialized packaging and testing
for AI semiconductors because the Index includes only those companies meeting
the Index criteria. For example, companies that would otherwise be included in
the Index might be excluded from the Index if they are not listed on one of the
exchanges specified in the Index description.
•Index
Provider Risk. There
is no assurance that the Index Provider, or any agents that act on its behalf,
will compile the Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon the Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate the
Index accurately. Any losses or costs associated with errors made by the Index
Provider or its agents generally will be borne by the Fund and its
shareholders.
•Market
Capitalization Risk
◦Large-Capitalization
Investing.
The securities of large-capitalization companies may be relatively
mature compared to smaller companies and therefore subject to slower growth
during times of economic expansion. Large-capitalization companies may also be
unable to respond quickly to new competitive challenges, such as changes in
technology and consumer tastes.
◦Mid-Capitalization
Investing. The securities of mid-capitalization companies may be more
vulnerable to adverse issuer, market, political, or economic developments than
securities of large-capitalization companies, 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.
◦Small-Capitalization
Investing.
The securities of small-capitalization companies may be more vulnerable to
adverse issuer, market, political, or economic developments than securities of
large- or mid-capitalization companies. The securities of small-capitalization
companies generally trade in lower volumes and are subject to greater and more
unpredictable price
changes
than large- or mid-capitalization stocks or the stock market as a whole. There
is typically less publicly available information concerning
smaller-capitalization companies than for larger, more established
companies.
•New
Fund Risk.
The Fund is a recently organized investment company with limited
operating history. As a result, prospective investors have limited track record
or history on which to base their investment decision.
•Non-Diversification
Risk.
The Fund is considered to be non-diversified, which means that it may
invest more of its assets in the securities of a single issuer or a smaller
number of issuers than if it were a diversified fund. As a result, the Fund may
be more exposed to the risks associated with and developments affecting an
individual issuer or a smaller number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively smaller number of issuers to have a greater impact on the Fund’s
performance. However, the Fund intends to satisfy the diversification
requirements for qualifying as a regulated investment company (“RIC”) under
Subchapter M of the Internal Revenue Code of 1986, as amended (the
“Code”).
•Passive
Investment Risk. The Fund is not actively managed, and its sub-adviser would not
sell shares of an equity security due to current or projected underperformance
of a security, industry, or sector, unless that security is removed from the
Index or the selling of shares of that security is otherwise required upon a
reconstitution or rebalancing of the Index in accordance with the Index
methodology.
•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.
◦Information
Technology Sector Risk. The Fund is generally expected to invest
significantly in companies in the information technology sector, including the
semiconductor and software industries, and therefore the performance of the Fund
could be negatively impacted by events affecting this sector. 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. Companies in the software industry are subject to significant
competitive pressures, such as aggressive pricing, new market entrants,
competition for market share, short product cycles due to an accelerated rate of
technological developments and the potential for limited earnings and/or falling
profit margins. While semiconductor companies are also subject to significant
competition and pricing pressure, semiconductor companies may be significantly
impacted by changing demand, research and development costs, and the
availability and price of components. 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. Information technology companies and companies that rely
heavily on technology may also be prone to operational and information security
risks resulting from cyber-attacks and/or technological
malfunctions.
•Tax
Risk. To qualify for the favorable tax treatment generally available to
regulated investment companies, the Fund must satisfy certain diversification
requirements. In particular, the Fund generally may not acquire a security if,
as a result of the acquisition, more than 50% of the value of the Fund’s assets
would be invested in (a) issuers in which the Fund has, in each case, invested
more than 5% of the Fund’s assets or (b) issuers more than 10% of whose
outstanding voting securities are owned by the Fund. Given the concentration of
the Index in a relatively small number of securities, it may not always be
possible for the Fund to fully implement a replication strategy or a
representative sampling strategy while satisfying these diversification
requirements. The Fund’s efforts to satisfy the diversification requirements may
affect the Fund’s execution of its investment strategy and may cause the Fund’s
return to deviate from that of the Index, and the Fund’s efforts to replicate or
represent the Index may cause it inadvertently to fail to satisfy the
diversification requirements. If the Fund were to fail to satisfy the
diversification requirements, it could incur penalty taxes and be forced to
dispose of certain assets, or it could fail to qualify as a regulated investment
company. If the Fund were to fail to qualify as a regulated investment company,
it would be taxed in the same manner as an ordinary corporation, and
distributions to its shareholders would not be deductible by the Fund in
computing its taxable income.
•Tracking
Error Risk. As with all index funds, the performance of the Fund and its 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
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.defianceetfs.com.
Portfolio
Management
|
|
|
|
|
| |
| Adviser |
Defiance
ETFs, LLC |
| Sub-Adviser |
Tidal
Investments LLC (“Tidal” or the “Sub-Adviser”) |
| Portfolio
Managers |
Christopher
Mullen, CFA, Portfolio Manager for the Sub-Adviser, and Brett Johnson,
CFA, Portfolio Manager for the Sub-Adviser, are portfolio managers of the
Fund since its inception in August, 2026. |
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.defianceetfs.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
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
Investment
Objective
The Defiance Memory & Photonics ETF
(the “Fund” or the “Memory & Photonics ETF”) seeks to track the total return
performance, before fees and expenses, of the Solactive Memory and Photonics
Index (the “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.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
|
| |
| Management
Fees |
0.65% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses* |
0.00% |
| Total
Annual Fund Operating Expenses |
0.65% |
*
Estimated for
the current fiscal year.
Expense
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then 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 uses a “passive management” (or indexing) approach to track the total
return performance, before fees and expenses, of the Index.
Solactive
Memory and Photonics Index
The
Index is a rules-based index that tracks the performance of a portfolio of
global companies with business activities in the photonics and memory industry,
including data storage drives and memory semiconductors (“Memory & Photonics
Companies”). Solactive AG, the index provider (the “Index Provider”), selects
and maintains the eligible Index universe from constituents of the Solactive GBS
Global Markets All Cap USD Index (the “Base Index”), which tracks the
performance of securities of all market capitalization covering approximately
the largest 100% of the free-float market capitalization in the global markets.
Each Index constituent must (i) be listed on one of the following exchanges:
NASDAQ, New York Stock Exchange, Hong Kong Exchange, Taiwan Stock Exchange
(including Taipei Exchange), Korea Exchange, OMX Nordic Stockholm, or Tokyo
Stock Exchange, (ii) have a minimum average daily value traded over one month
and over six months of at least $1 million USD on Selection Day (defined below),
(iii) have only one share class eligible for inclusion in the Index universe,
and (iv) be classified in one of two Index Categories (i.e.,
Memory or Photonics) based on their FactSet Revere Business Industry
Classification System (“RBICS”) sub-industry or industry groups identified in
the table below (collectively, the companies meeting such criteria are referred
to as the “Index Universe”).
|
|
|
|
|
| |
| Index
Category |
RBICS
Sub-Industry or Industry Group Classification |
| Memory |
Data
Storage Drives and Peripherals |
| Memory |
Flash
Memory Semiconductors |
| Memory |
Volatile
Memory Semiconductors |
| Memory |
Networking
Semiconductors |
| Memory |
RF
Analog and Mixed Signal Semiconductors |
| Memory |
Other
Memory Semiconductors |
| Photonics |
Optoelectronics
Electronic Components |
The
Index Provider selects Index constituents in two steps: (i) all eligible
securities are ranked based on their free float market capitalization in
descending order and (ii) the 20 highest-ranked securities are selected for
inclusion in the Index. In the event that less than 20 securities are eligible
for Index inclusion, all eligible securities are selected and the Index consists
of less than 20 Index Constituents. The Index may not include securities from
all of the RBICS sub-industry or industry groups described in the table
above.
The
Index is rebalanced quarterly after the market close on the first Wednesday of
February, May, August, and November (each, a “Rebalance Day”) each year based on
data as of market close of the twentieth business day prior to the scheduled
Rebalance Day (the “Selection Day”). If the scheduled Rebalance Day is not a
trading day, the Rebalance Day will be the immediately following trading day. On
each Selection Day, each Memory & Photonics Company is equally weighted.
As
of August 9, 2026, the Index had 20 constituents, 11 of which were listed on a
non-U.S. exchange.
As
of August 9, 2026, the Index had significant exposure to companies headquartered
in Taiwan. The Index’s geographic exposure may change significantly with each
reconstitution or based on market movements in between
reconstitutions.
The
Index was established in 2026 and is owned by the Index Provider. The Fund’s
Index Provider is not affiliated with the Fund’s adviser, sub-adviser,
administrator, or distributor.
The
Fund’s Investment Strategy
Under
normal circumstances, the Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in Memory & Photonics Companies (as
defined above). The Fund’s investments in Memory & Photonics Companies will
primarily consist of equity securities (domestic and foreign) but may include
total return swap agreements that provide exposure to Memory & Photonics
Companies.
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning the Fund will generally invest in all of the component
securities of the Index in the same approximate proportions as in the Index.
However, the Fund may 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, when the Fund’s sub-adviser believes it is in the best
interests of the Fund (e.g.,
when replicating the Index involves practical difficulties or substantial costs,
an Index constituent becomes temporarily illiquid, unavailable, or less liquid,
or as a result of legal restrictions or limitations that apply to the Fund but
not to the Index).
The
Fund generally may invest in securities or other investments not included in the
Index, but which the Fund’s sub-adviser believes will help the Fund track the
Index. For example, the Fund may invest in securities that are not components of
the Index to reflect various corporate actions and other changes to the Index
(such as reconstitutions, additions, and deletions).
The
Fund may invest in: (i) U.S. Government securities, such as bills, notes and
bonds issued by the U.S. Treasury; (ii) money market funds; and/or (iii)
corporate debt securities, such as commercial paper and other short-term
unsecured promissory notes issued by businesses that are rated investment grade
or determined by the Defiance ETFs, LLC (the “Adviser”) or sub-adviser to be of
comparable quality (collectively, “Collateral”). Such Collateral is designed to
provide liquidity, serve as margin or otherwise collateralize the Fund’s
investments in the derivatives position.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were a diversified fund. To the extent
the Index concentrates (i.e.,
invests more than 25% of its net assets) in the securities of a particular
industry or group of related industries, the Fund will concentrate its
investments to approximately the same extent as the Index. The Adviser expects
that the Index, and consequently the Fund, will generally be concentrated in the
securities of the Optoelectronics Electronics Components industry group, and
have significant exposure to the Data Storage Hardware industry
group.
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”.
•Collateral
Securities Risk. Collateral may include obligations issued or guaranteed by the U.S.
government, its agencies and instrumentalities, including bills, notes and bonds
issued by the U.S. Treasury, money market funds and corporate debt securities,
such as commercial paper. Some securities issued or guaranteed by federal
agencies and U.S. government-sponsored instrumentalities may not be backed by
the full faith and credit of the United States, in which case the investor must
look principally to the agency or instrumentality issuing or guaranteeing the
security for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event that the agency or instrumentality does
not meet its commitment. The U.S. government, its agencies and instrumentalities
do not guarantee the market value of their securities, and consequently, the
value of such securities may fluctuate. Although the Fund may hold securities
that carry U.S. government guarantees, these guarantees do not extend to shares
of the Fund. The Fund’s investments in U.S. government securities will change in
value in response to interest rate changes and other factors, such as the
perception of an issuer’s creditworthiness. Money market funds are subject to
management fees and other expenses. Therefore, investments in money market funds
will cause the Fund to bear indirectly a proportional share of the fees and
costs of the money market funds in which it invests. At the same time, the Fund
will continue to pay its own management fees and expenses with respect to all of
its assets, including any portion invested in the shares of the money market
fund. It is possible to lose money by investing in money market funds. Corporate
debt securities such as commercial paper generally are short-term unsecured
promissory notes issued by businesses. Corporate debt may be rated
investment-grade or below investment-grade and may carry variable or floating
rates of interest. Corporate debt securities carry both credit risk and interest
rate risk. Credit risk is the risk that the Fund could lose money if the issuer
of a corporate debt security is unable to pay interest or repay principal when
it is due. Interest rate risk is the risk that interest rates rise and fall over
time. For example, the value of fixed-income securities generally decreases when
interest rates rise, which may cause the Fund’s value to decrease. Also,
investments in fixed-income securities with longer maturities fluctuate more in
response to interest rate changes.
•Concentration
Risk.
The
Fund’s investments will be concentrated in a particular industry or group of
related industries to the extent that the Index is so concentrated. In such
event, the value of the Shares may rise and fall more than the value of shares
of a fund that invests in securities of companies in a broader range of
industries.
◦Data
Storage Hardware Industry Group Risk. Companies in the Data Storage Hardware Industry are subject to
rapid technological change, evolving data storage architectures, and shifting
customer preferences, including transitions among hard disk drives, solid-state
storage, cloud-based infrastructure, and emerging storage technologies, which
may render existing products obsolete and require significant ongoing investment
in research and development. Demand for data storage hardware is closely linked
to global economic conditions and capital spending by enterprises, hyperscale
cloud providers, and consumers, and may be volatile due to changing data usage
trends, inventory cycles, and fluctuations in information technology spending.
The Data Storage Hardware Industry is highly competitive and characterized by
pricing pressures, consolidation, and reliance on complex global supply chains
for semiconductors, components, and manufacturing, which may be vulnerable to
disruptions, shortages, and geopolitical developments. In addition, Data Storage
Hardware Industry companies may face risks related to product quality, data
integrity, cybersecurity concerns, and intellectual property protection. Many
issuers operate globally and are exposed to foreign currency, trade, and
regulatory risks.
◦Optoelectronics
Electronics Components Industry Groups
Risk. The Fund’s investments are concentrated
in companies engaged in the Optoelectronics Electronics Components Industry, and
therefore the Fund’s performance is closely tied to conditions affecting that
industry. Companies in the Optoelectronics Electronics Components Industry are
subject to rapid technological change, short product life cycles, and evolving
industry standards, which may render products obsolete and require substantial
and continuous investment in research and development. Demand for optoelectronic
and electronic components is highly dependent on global economic conditions and
capital spending trends in key end markets such as consumer electronics,
telecommunications, automotive, industrial automation, and data infrastructure,
and may decline during economic downturns. The Optoelectronics Electronics
Components Industry is also characterized by intense competition, pricing
pressures, and supply chain complexities, including reliance on semiconductor
fabrication, specialized materials, and third-party manufacturers, which may
create vulnerabilities to shortages, disruptions, or delays. Many companies
operate globally and are exposed to risks associated with international trade,
geopolitical tensions, export controls, tariffs, and currency fluctuations. In
addition, issuers may face risks related to product defects, intellectual
property protection, and regulatory compliance, particularly with respect to
safety, environmental, and data transmission
standards.
•Counterparty
Risk.
Counterparty risk is the risk that a counterparty to Fund transactions
(e.g.,
swap transactions) will be unable or unwilling to perform its contractual
obligation to the Fund. The Fund may use swap agreements to gain exposure to
Memory & Photonics Companies in order to achieve its investment objective.
Through these investments and related arrangements, the Fund is exposed to the
risk that the counterparty may be unwilling or unable to make timely payments
contemplated by such arrangements or otherwise to meet its contractual
obligations (i.e.,
counterparty credit risk). If the counterparty becomes bankrupt or defaults on
(or otherwise becomes unable or unwilling to perform) its payment or other
obligations to the Fund, the Fund may
not
receive the full amount it is entitled to receive or may experience delays in
recovering the collateral or other assets held by, or on behalf of, the
counterparty. If this occurs, the value of your Shares in the Fund will
decrease.
In
addition, the Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. To the extent the Fund’s counterparties are concentrated in the financial
services sector, the Fund bears the risk that those counterparties may be
adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide scale credit losses resulting
from financial difficulties or borrowers affecting that economic sector.
Further, there is a risk that no suitable counterparties will be willing to
enter into, or continue to enter into, transactions with the Fund and, as a
result, the Fund may not be able to achieve its investment
objective.
•Currency
Exchange Rate Risk. The Fund may invest 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.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, the
Sub-Adviser and/or other service providers (including custodians and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund’s other service providers, market makers,
Authorized Participants (“APs”), the Fund’s primary listing exchange, or the
issuers of securities in which the Fund invests have the ability to disrupt and
negatively affect the Fund’s business operations, including the ability to
purchase and sell Shares, potentially resulting in financial losses to the Fund
and its shareholders.
•Depositary
Receipt Risk.
Depositary receipts involve risks similar to those associated with
investments in foreign securities, such as changes in political or economic
conditions of other countries and changes in the exchange rates of foreign
currencies. Depositary receipts listed on U.S. exchanges are issued by banks or
trust companies and entitle the holder to all dividends and capital gains that
are paid out on the underlying foreign shares (“Underlying Shares”). When the
Fund invests in depositary receipts as a substitute for an investment directly
in the Underlying Shares, the Fund is exposed to the risk that the depositary
receipts may not provide a return that corresponds precisely with that of the
Underlying Shares.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. Certain of the Fund’s transactions in derivatives
could affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Swap
Agreements Risk.
Swap agreements are contracts between the Fund and a counterparty to exchange
the return of the pre-determined underlying investment (such as the rate of
return of the underlying index or basket of equity securities). Swap agreements
may be negotiated bilaterally and traded over-the-counter (“OTC”) between two
parties or, for certain standardized swaps, must be exchange-traded through a
futures commission merchant (“FCM”) and/or cleared through a clearinghouse that
serves as a central counterparty. Swap agreements may be subject to fees and
expenses, and by investing in swaps indirectly through the Fund, a shareholder
will bear the expenses of such derivatives in addition to expenses of the
Fund.
Risks associated with the use of swap agreements are different from
those associated with ordinary portfolio securities transactions, due in part to
the fact they could be considered illiquid and many swaps trade on the OTC
market. Swaps are particularly subject to counterparty credit, correlation,
valuation, liquidity and leveraging risks. While exchange trading and central
clearing are intended to reduce counterparty credit risk and increase liquidity,
they do not make swap transactions risk-free. Additionally, applicable
regulators have adopted rules imposing certain margin requirements, including
minimums, on OTC swaps, which may result in the Fund and its counterparties
posting higher margin amounts for OTC swaps, which could increase the cost of
swap transactions to the Fund and impose added operational
complexity.
◦Swaps
Capacity Risk.
If the Fund’s ability to obtain exposure to swaps consistent with its investment
objective is disrupted for any reason including, for example, limited liquidity
in the market for Memory & Photonics Companies, a disruption to the market
for Memory & Photonics Companies, or as a result of margin requirements or
other limitations imposed by the Fund’s swaps dealers or the SEC, CFTC or other
regulators, the Fund may not be able to achieve its investment objective and may
experience significant losses.
In such circumstances, the Sub-Adviser
intends to take such action as it believes appropriate and in the best interest
of the Fund. Any disruption in the Fund’s ability to obtain exposure to Memory
& Photonics Companies swaps may cause the Fund’s performance to deviate from
the performance of Memory & Photonics
Companies.
•Emerging
Markets Risk.
The Fund invests primarily 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.
◦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 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.
◦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. 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.
•Emerging
Technologies Investment Risk. The Fund invests primarily in companies with exposure to emerging
technologies, such as data storage drives and memory semiconductors, in
accordance with the Index. Companies across a wide variety of industries,
primarily in the technology sector, are exploring the possible applications of
these technologies. The extent of such technologies’ versatility has not yet
been fully explored. Consequently, the Fund’s holdings may include equity
securities of operating companies that have exposure to a wide variety of
industries, and the economic fortunes of certain companies held by the Fund may
be significantly tied to such industries. Currently, there are few public
companies for which these emerging technologies represent an attributable and
significant revenue or profit stream, and such technologies may not ultimately
have a material effect on the economic returns of companies in which the Fund
invests.
•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, regional armed conflict, acts of terrorism, market
volatility related to global trade policy and the imposition of tariffs, the
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.
◦Cash
Redemption Risk.
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. 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, there are
likely to be deviations between the current price of a security and the
security’s last quoted price from the closed foreign market. This may result in
premiums and discounts that are greater than those experienced by domestic
ETFs.
◦Trading. Although Shares are listed for trading on
the Cboe BZX Exchange, Inc. (the “Exchange”) and may be traded on U.S. exchanges
other than the Exchange, there can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than
Shares.
•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. There may be less
information publicly available about a non-U.S. issuer than a U.S. issuer.
Investments in non-U.S. securities also may be subject to withholding or other
taxes. 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.
◦Risks
of Investing in Taiwan. Investments
in Taiwanese issuers may subject the Fund to risks specific to Taiwan. Taiwan is
a small island state with few raw material resources and limited land area and
is reliant on imports for its commodity needs. Any fluctuations or shortages in
the commodity markets could have a negative impact on the Taiwanese economy.
Also, continued labor outsourcing may adversely affect the Taiwanese economy.
Taiwan’s economy is intricately linked with economies of Asian countries that
have experienced over-extensions of credit, frequent and pronounced currency
fluctuations, currency devaluations, currency repatriation, rising unemployment
and fluctuations in inflation. The Taiwanese economy is dependent on the
economies of Japan and China, as well as the United States, and negative changes
in their economies or a reduction in purchases by any of them of Taiwanese
products and services would likely have an adverse impact on the Taiwanese
economy. Taiwan’s geographic proximity to China and Taiwan’s history of
political contention with China have resulted in ongoing tensions with China,
including the risk of war with China. These tensions may materially affect the
Taiwanese economy and securities
markets.
•Index
Methodology Risk.
The Index may not include all Memory & Photonics Companies around the globe
because the Index includes only those companies meeting the Index criteria. For
example, companies that would otherwise be included in the Index might be
excluded from the Index if they are not classified in one of two Index
Categories based on their RBICS sub-industry or industry groups
classification.
•Index
Provider Risk. There is no assurance that the Index Provider, or any agents that act
on its behalf, will compile the Index accurately, or that the Index will be
determined, maintained, constructed, reconstituted, rebalanced, composed,
calculated or disseminated accurately. The Adviser relies upon the Index
Provider and its agents to compile, determine, maintain, construct,
reconstitute, rebalance, compose, calculate (or arrange for an agent to
calculate), and disseminate the Index accurately. Any losses or costs associated
with errors made by the Index Provider or its agents generally will be borne by
the Fund and its shareholders.
•Market
Capitalization Risk
◦Large-Capitalization
Investing.
The securities of large-capitalization companies may be relatively
mature compared to smaller companies and therefore subject to slower growth
during times of economic expansion. Large-capitalization companies may also be
unable to respond quickly to new competitive challenges, such as changes in
technology and consumer tastes.
◦Mid-Capitalization
Investing. The securities of mid-capitalization companies may be more
vulnerable to adverse issuer, market, political, or economic developments than
securities of large-capitalization companies, 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.
◦Small-Capitalization
Investing. The securities of small-capitalization
companies may be more vulnerable to adverse issuer, market, political, or
economic developments than securities of large- or mid-capitalization companies.
The securities of small-capitalization companies generally trade in lower
volumes and are subject to greater and more unpredictable price changes than
large- or mid-capitalization stocks or the stock market as a whole. There is
typically less publicly available information concerning smaller-capitalization
companies than for larger, more established
companies.
•New
Fund Risk.
The Fund is a recently organized investment company with limited
operating history. As a result, prospective investors have limited track record
or history on which to base their investment decision.
•Non-Diversification
Risk.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were a diversified fund. As a result, the Fund may be more exposed to
the risks associated with and developments affecting an individual issuer or a
smaller number of issuers than a fund that invests more widely. This may
increase the Fund’s volatility and cause the performance of a relatively smaller
number of issuers to have a greater impact on the Fund’s performance. However,
the Fund intends to satisfy the diversification requirements for qualifying as a
regulated investment company (“RIC”) under Subchapter M of the Internal Revenue
Code of 1986, as amended (the “Code”).
•Passive
Investment Risk. The Fund is not actively managed, and its sub-adviser would not
sell shares of an equity security due to current or projected underperformance
of a security, industry, or sector, unless that security is removed from the
Index or the selling of shares of that security is otherwise required upon a
reconstitution or rebalancing of the Index in accordance with the Index
methodology.
•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.
◦Information
Technology Sector Risk. The Fund is generally expected to invest
significantly in companies in the information technology sector, including the
semiconductor and software industries, and therefore the performance of the Fund
could be negatively impacted by events affecting this sector. 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. Companies in the software industry are subject to significant
competitive pressures, such as aggressive pricing, new market entrants,
competition for market share, short product cycles due to an accelerated rate of
technological developments and the potential for limited earnings and/or falling
profit margins. While semiconductor companies are also subject to significant
competition and pricing pressure, semiconductor companies may be significantly
impacted by changing demand, research and development costs, and the
availability and price of components. 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. Information technology companies and companies that rely
heavily on technology may also be prone to operational and information security
risks resulting from cyber-attacks and/or technological
malfunctions.
•Tax
Risk. To qualify for the favorable tax treatment generally available to
regulated investment companies, the Fund must satisfy certain diversification
requirements. In particular, the Fund generally may not acquire a security if,
as a result of the acquisition, more than 50% of the value of the Fund’s assets
would be invested in (a) issuers in which the Fund has, in each case, invested
more than 5% of the Fund’s assets or (b) issuers more than 10% of whose
outstanding voting securities are owned by the Fund. Given the concentration of
the Index in a relatively small number of securities, it may not always be
possible for the Fund to fully implement a replication strategy or a
representative sampling strategy while satisfying these diversification
requirements. The Fund’s efforts to satisfy the diversification requirements may
affect the Fund’s execution of its investment strategy and may cause the Fund’s
return to deviate from that of the Index, and the Fund’s efforts to replicate or
represent the Index may cause it inadvertently to fail to satisfy the
diversification requirements. If the Fund were to fail to satisfy the
diversification requirements, it could incur penalty taxes and be forced to
dispose of certain assets, or it could fail to qualify as a regulated investment
company. If the Fund were to fail to qualify as a regulated investment company,
it would be taxed in the same manner as an ordinary corporation, and
distributions to its shareholders would not be deductible by the Fund in
computing its taxable income.
•Tracking
Error Risk. As with all index funds, the performance of the Fund and its 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
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.defianceetfs.com.
Portfolio
Management
|
|
|
|
|
| |
| Adviser |
Defiance
ETFs, LLC |
| Sub-Adviser |
Tidal
Investments LLC (“Tidal” or the “Sub-Adviser”) |
| Portfolio
Managers |
Christopher
Mullen, CFA, Portfolio Manager for the Sub-Adviser, and Brett Johnson,
CFA, Portfolio Manager for the Sub-Adviser, are portfolio managers of the
Fund since its inception in August, 2026. |
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.defianceetfs.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
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
Investment
Objective
The Defiance Plumbing & Electrical
ETF (the “Fund” or the “Plumbing & Electrical ETF”) seeks to
track the total return performance, before fees and expenses, of the Solactive
United States Plumbing & Electrical Index (the “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.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
|
| |
| Management
Fees |
0.59% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses* |
0.00% |
| Total
Annual Fund Operating Expenses |
0.59% |
*
Estimated for the current fiscal
year.
Expense
Example
This Example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The Example assumes that
you invest $10,000 in the Fund for the time periods indicated and then 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 uses a “passive management” (or indexing) approach to track the total
return performance, before fees and expenses, of the Index.
Solactive
United States Plumbing & Electrical Index
The
Index is a rules-based index that tracks the performance of a portfolio of
U.S.-listed companies with a focused exposure across the plumbing, electrical,
and heating, ventilation, and air conditioning (“HVAC”) industries, and related
building-systems industries (“Plumbing & Electrical Companies”). Solactive
AG, the index provider (the “Index Provider”), selects and maintains the
eligible Index universe from constituents of the Solactive GBS United States All
Cap Index (the “Base Index”), which tracks the performance of securities of all
market capitalizations covering approximately the largest 100% of the free-float
market capitalization in the United States. Each Index constituent must (i) have
a minimum average daily value traded over one month and over six months of at
least $2.5 million USD on Selection Day (defined below), (ii) have only one
share class eligible for inclusion in the Index universe, and (iii) be
classified in one of four Index Categories based on their FactSet Revere
Business Industry Classification System (“RBICS”) sub-industry groups identified
in the table below (collectively, the companies meeting such criteria are
referred to as the “Index Universe”).
|
|
|
|
|
| |
| Index
Category |
RBICS
Sub-Industry Group Classification |
| Distribution
& Field Services |
Utility
Infrastructure Construction; Maintenance/Repair/Overhaul Supplies
Distributors; Plumbing and Heating Supply Distributors; Multi-type
Specialty Engineer Contractors; and HVAC Equipment and Supplies
Distributors |
| Electrical
Systems & Components |
Diversified
Electrical/Power System Manufacturing; General Machinery Manufacturing;
Power Generation/Support Products Manufacturing; and Electrical Systems
and Equipment Manufacturing |
| HVAC
& Climate Systems |
Mixed
Heating and Cooling Equipment Manufacturing; Heating, Ventilation and Air
Conditioning Products; and Multi-type Specialty Engineering
Contractors |
| Plumbing
& Water Systems |
Air,
Liquid and Gas Control Equipment Products; Utilities Pipes and Pipe
Fittings Manufacturing; Valves and Fluid Control Products; Heating,
Ventilation and Air Conditioning Products; and Other Fluid Power and
Control Equipment Products |
The
Index Provider selects Index constituents in two steps: (i) all eligible
securities are ranked based on their free float market capitalization in
descending order, and (ii) the top 30 ranked securities are selected for Index
inclusion. In the event that less than 30 securities are eligible, then all
eligible securities are selected, and therefore the Index will consist of less
than 30 Index Constituents. The Index may not include securities from all of the
RBICS sub-industry groups described in the table above.
The
Index is rebalanced semi-annually after the market close on the first Wednesday
of February and August (each, a “Rebalance Day”) each year based on data as of
market close of the twentieth business day prior to the scheduled Rebalance Day
(the “Selection Day”). If the scheduled Rebalance Day is not a trading day, the
Rebalance Day will be the immediately following trading day. On each Selection
Day, each Plumbing & Electrical Company is assigned a free-float market
capitalization weighting. Then, a 5% weight cap is applied to each Index
constituent with excess weight re-distributed to other Index constituents
proportionally in an iterative manner.
The
Index was established in 2020 and is owned by the Index Provider. The Fund’s
Index Provider is not affiliated with the Fund’s adviser, sub-adviser,
administrator, or distributor.
The
Fund’s Investment Strategy
Under
normal circumstances, the Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in Plumbing & Electrical Companies (as
defined above). The Fund’s investments in Plumbing & Electrical Companies
will primarily consist of domestic equity securities but may include total
return swap agreements that provide exposure to Plumbing & Electrical
Companies.
The
Fund will generally use a “replication” strategy to achieve its investment
objective, meaning the Fund will generally invest in all of the component
securities of the Index in the same approximate proportions as in the Index.
However, the Fund may 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, when the Fund’s sub-adviser believes it is in the best
interests of the Fund (e.g.,
when replicating the Index involves practical difficulties or substantial costs,
an Index constituent becomes temporarily illiquid, unavailable, or less liquid,
or as a result of legal restrictions or limitations that apply to the Fund but
not to the Index).
The
Fund generally may invest in securities or other investments not included in the
Index, but which the Fund’s sub-adviser believes will help the Fund track the
Index. For example, the Fund may invest in securities that are not components of
the Index to reflect various corporate actions and other changes to the Index
(such as reconstitutions, additions, and deletions).
The
Fund may invest in: (i) U.S. Government securities, such as bills, notes and
bonds issued by the U.S. Treasury; (ii) money market funds; and/or (iii)
corporate debt securities, such as commercial paper and other short-term
unsecured promissory notes issued by businesses that are rated investment grade
or determined by the Defiance ETFs, LLC (the “Adviser”) or sub-adviser to be of
comparable quality (collectively, “Collateral”). Such Collateral is designed to
provide liquidity, serve as margin or otherwise collateralize the Fund’s
investments in the derivatives positions.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were a diversified fund. To the extent
the Index concentrates (i.e.,
invests more than 25% of its net assets) in the securities of a particular
industry or group of related industries, the Fund will concentrate its
investments to approximately the same extent as the Index. The Adviser expects
that the Index, and consequently the Fund, will generally be concentrated in the
securities of the Air, Liquid and Gas Control Equipment Industry Group, and have
significant exposure to the Equipment and Supplies Distributors Industry Group,
Power Generation and Support Products Industry Group, and Specialty Contracting
Services Industry Group.
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”.
•Collateral
Securities Risk. Collateral may include obligations issued or guaranteed by the U.S.
government, its agencies and instrumentalities, including bills, notes and bonds
issued by the U.S. Treasury, money market funds and corporate debt securities,
such as commercial paper. Some securities issued or guaranteed by federal
agencies and U.S. government-sponsored instrumentalities may not be backed by
the full faith and credit of the United States, in which case the investor must
look principally to the agency or instrumentality issuing or guaranteeing the
security for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event that the agency or instrumentality does
not meet its commitment. The U.S. government, its agencies and instrumentalities
do not guarantee the market value of their securities, and consequently, the
value of such securities may fluctuate. Although the Fund may hold securities
that carry U.S. government guarantees, these guarantees do not extend to shares
of the Fund. The Fund’s investments in U.S. government securities will change in
value in response to interest rate changes and other factors, such as the
perception of an issuer’s creditworthiness. Money market funds are subject to
management fees and other expenses. Therefore, investments in money market funds
will cause the Fund to bear indirectly a proportional share of the fees and
costs of the money market funds in which it invests. At the same time, the Fund
will continue to pay its own management fees and expenses with respect to all of
its assets, including any portion invested in the shares of the money market
fund. It is possible to lose money by investing in money market funds. Corporate
debt securities such as commercial paper generally are short-term unsecured
promissory notes issued by businesses. Corporate debt may be rated
investment-grade or below investment-grade and may carry variable or floating
rates of interest. Corporate debt securities carry both credit risk and interest
rate risk. Credit risk is the risk that the Fund could lose money if the issuer
of a corporate debt security is unable to pay interest or repay principal when
it is due. Interest rate risk is the risk that interest rates rise and fall over
time. For example, the value of fixed-income securities generally decreases when
interest rates rise, which may cause the Fund’s value to decrease. Also,
investments in fixed-income securities with longer maturities fluctuate more in
response to interest rate changes.
•Concentration
Risk.
The
Fund’s investments will be concentrated in a particular industry or group of
related industries to the extent that the Index is so concentrated. In such
event, the value of the Shares may rise and fall more than the value of shares
of a fund that invests in securities of companies in a broader range of
industries.
◦Air,
Liquid and Gas Control Equipment Industry Group Risk. The Fund’s investments are concentrated in companies engaged in the
Air, Liquid, and Gas Control Equipment Industry Group, and therefore the Fund’s
performance is closely tied to conditions affecting that industry. Companies in
the Air, Liquid, and Gas Control Equipment Industry Group manufacture and
service products used to regulate, measure, compress, transport, or control
fluids and gases across industrial, energy, infrastructure, and commercial
applications, making them sensitive to fluctuations in industrial production,
capital spending, and global economic conditions. Demand for such equipment is
often cyclical and dependent on activity in key end markets, including
manufacturing, energy, water management, construction, and process industries,
and may decline during economic downturns. The Air, Liquid, and Gas Control
Equipment Industry Group is also subject to risks related to raw material and
component costs, supply chain disruptions, and reliance on complex manufacturing
processes, which may impact production efficiency and margins. Companies may
face competitive pressures, including pricing constraints, technological
innovation requirements, and the need to develop more efficient, automated, and
environmentally compliant systems. Operational risks, including equipment
failures, product defects, and liability exposure, may also adversely affect
performance.
◦Equipment
and Supplies Distributors Industry Group Risk. Companies in the Equipment and Supplies Distributors Industry Group
may be adversely affected by changes in industrial, manufacturing, construction,
energy, transportation, healthcare, and other end markets that drive demand for
equipment, parts, tools, and related supplies. These companies may be sensitive
to economic downturns, business spending reductions, supply chain disruptions,
labor shortages, transportation and logistics costs, inventory management
challenges, and fluctuations in commodity and energy prices. Their operating
results may also be affected by changes in interest rates, customer credit
conditions, competitive pricing pressures, reliance on key suppliers and
customers, technological developments, and the ability to source products on
favorable terms. Because distributors generally operate on relatively narrow
margins, increases in operating costs or disruptions to product availability may
have a disproportionate effect on profitability. As a result, the value of
securities issued by companies in the Equipment and Supplies Distributors
Industry Group may fluctuate significantly, and the Fund’s performance may be
more volatile than that of a fund investing in a broader range of
industries.
◦Power
Generation and Support Products Industry Group Risk.
Companies in the Power Generation and Support Products Industry Group may be
significantly affected by factors relating to the production, transmission,
distribution, storage and efficient use of electricity and other energy sources.
The profitability and growth prospects of these companies may depend on levels
of utility, industrial and infrastructure spending, demand for power generation
equipment and related products and services, and the availability and cost of
raw materials, components and labor. Companies in the Power Generation and
Support Products Industry Group may be adversely affected by changes in energy
policy, environmental and safety regulations, permitting requirements,
government incentives, technological developments, and the pace of adoption of
new
energy generation, storage and grid modernization technologies. These
companies may also be vulnerable to supply chain disruptions, project delays or
cancellations, cost overruns, interest rate fluctuations, commodity price
volatility, and changes in general economic conditions. In addition, extreme
weather events, natural disasters, cybersecurity incidents, equipment failures,
or disruptions to electric grid infrastructure may negatively affect operations,
financial performance and market valuations. As a result, securities of
companies in the Power Generation and Support Products Industry Group may
experience greater volatility than the broader equity market.
◦Specialty
Contracting Services Industry Group
Risk. Companies in the Specialty Contracting
Services Industry Group provide highly specialized construction, installation,
maintenance, and engineering services across sectors such as infrastructure,
energy, telecommunications, industrial facilities, and commercial construction,
making them sensitive to fluctuations in capital spending, government funding,
and overall economic activity. Demand for specialty contracting services is
often cyclical and may decline during economic downturns, periods of reduced
construction activity, or delays in large-scale infrastructure and industrial
projects. The Specialty Contracting Services Industry Group is also subject to
risks related to project execution, including cost overruns, delays, labor
shortages, and the availability and pricing of materials and subcontractors, all
of which may adversely affect profitability. Companies may face fixed-price or
long-term contracts that expose them to pricing pressures and unexpected
increases in costs. In addition, the Specialty Contracting Services Industry
Group is subject to regulatory requirements related to safety, labor practices,
environmental compliance, and licensing, which may increase costs or limit
operations. Many issuers operate across multiple jurisdictions and may be
affected by geopolitical developments, trade policies, and local regulatory
conditions. Operational risks, including workplace accidents, litigation
exposure, and bonding or insurance requirements, may also negatively impact
performance.
•Counterparty
Risk.
Counterparty risk is the risk that a counterparty to Fund transactions
(e.g.,
swap transactions) will be unable or unwilling to perform its contractual
obligation to the Fund. The Fund may use swap agreements to gain exposure to
Plumbing & Electrical Companies in order to achieve its investment
objective. Through these investments and related arrangements, the Fund is
exposed to the risk that the counterparty may be unwilling or unable to make
timely payments contemplated by such arrangements or otherwise to meet its
contractual obligations (i.e.,
counterparty credit risk). If the counterparty becomes bankrupt or defaults on
(or otherwise becomes unable or unwilling to perform) its payment or other
obligations to the Fund, the Fund may not receive the full amount it is entitled
to receive or may experience delays in recovering the collateral or other assets
held by, or on behalf of, the counterparty. If this occurs, the value of your
Shares in the Fund will decrease.
In addition, the Fund may enter into swap agreements with a limited
number of counterparties, which may increase the Fund’s exposure to counterparty
credit risk. To the extent the Fund’s counterparties are concentrated in the
financial services sector, the Fund bears the risk that those counterparties may
be adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide scale credit losses resulting
from financial difficulties or borrowers affecting that economic sector.
Further, there is a risk that no suitable counterparties will be willing to
enter into, or continue to enter into, transactions with the Fund and, as a
result, the Fund may not be able to achieve its investment
objective.
•Cybersecurity
Risk.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, the
Sub-Adviser and/or other service providers (including custodians and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund’s other service providers, market makers,
Authorized Participants (“APs”), the Fund’s primary listing exchange, or the
issuers of securities in which the Fund invests have the ability to disrupt and
negatively affect the Fund’s business operations, including the ability to
purchase and sell Shares, potentially resulting in financial losses to the Fund
and its shareholders.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets or
index; the loss of principal, including the potential loss of amounts greater
than the initial amount invested in the derivative instrument; and illiquidity
of the derivative investments. Certain of the Fund’s transactions in derivatives
could affect the amount, timing, and character of distributions to shareholders,
which may result in the Fund realizing more short-term capital gain and ordinary
income subject to tax at ordinary income tax rates than it would if it did not
engage in such transactions, which may adversely impact the Fund’s after-tax
returns. To the extent the Fund invests in such derivative instruments, the
value of the Fund’s portfolio is likely to experience greater volatility over
short-term periods.
◦Swap
Agreements Risk.
Swap agreements are contracts between the Fund and a counterparty to exchange
the return of the pre-determined underlying investment (such as the rate of
return of the underlying index or basket of equity securities). Swap agreements
may be negotiated bilaterally and traded over-the-counter (“OTC”) between two
parties or, for certain standardized swaps, must be exchange-traded through a
futures commission merchant (“FCM”) and/or cleared through a clearinghouse that
serves as a central counterparty. Swap agreements may be subject to fees and
expenses, and by investing in swaps indirectly through the Fund, a shareholder
will bear the expenses of such derivatives in addition to expenses of the
Fund.
Risks
associated with the use of swap agreements are different from those associated
with ordinary portfolio securities transactions, due in part to the fact they
could be considered illiquid and many swaps trade on the OTC market. Swaps are
particularly subject to counterparty credit, correlation, valuation, liquidity
and leveraging risks. While exchange trading and central clearing are intended
to reduce counterparty credit risk and increase liquidity, they do not make swap
transactions
risk-free. Additionally, applicable regulators have adopted rules
imposing certain margin requirements, including minimums, on OTC swaps, which
may result in the Fund and its counterparties posting higher margin amounts for
OTC swaps, which could increase the cost of swap transactions to the Fund and
impose added operational complexity.
◦Swaps
Capacity Risk.
If the Fund’s ability to obtain exposure to swaps consistent with its investment
objective is disrupted for any reason including, for example, limited liquidity
in the market for Plumbing & Electrical Companies, a disruption to the
market for Plumbing & Electrical Companies, or as a result of margin
requirements or other limitations imposed by the Fund’s swaps dealers or the
SEC, CFTC or other regulators, the Fund may not be able to achieve its
investment objective and may experience significant losses.
In such circumstances, the Sub-Adviser
intends to take such action as it believes appropriate and in the best interest
of the Fund. Any disruption in the Fund’s ability to obtain exposure to Plumbing
& Electrical Companies swaps may cause the Fund’s performance to deviate
from the performance of Plumbing & Electrical
Companies.
•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, regional armed conflict, acts of terrorism, market
volatility related to global trade policy and the imposition of tariffs, the
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
the Cboe BZX Exchange, Inc. (the “Exchange”) and may be traded on U.S. exchanges
other than the Exchange, there can be no assurance that Shares will trade with
any volume, or at all, on any stock exchange. In stressed market conditions, the
liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than
Shares.
•Index
Methodology Risk. The Index may not include all Plumbing & Electrical Companies in
the Index because the Index includes only those companies meeting the Index
criteria. For example, companies that would otherwise be included in the Index
might be excluded from the Index if they are not classified in one of four index
categories based on their RBICS sub-industry group
classification.
•Index
Provider Risk. There is no assurance that the Index Provider, or any agents that act
on its behalf, will compile the Index accurately, or that the Index will be
determined, maintained, constructed, reconstituted, rebalanced, composed,
calculated or disseminated accurately. The Adviser relies upon the Index
Provider and its agents to compile, determine, maintain, construct,
reconstitute, rebalance, compose, calculate (or arrange for an agent to
calculate), and disseminate the Index accurately. Any losses or costs associated
with errors made by the Index Provider or its agents generally will be borne by
the Fund and its shareholders.
•Market
Capitalization Risk
◦Large-Capitalization
Investing.
The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization
companies may also be unable to respond quickly to new competitive
challenges, such as changes in technology and consumer tastes.
◦Mid-Capitalization
Investing. The securities of mid-capitalization companies may be more
vulnerable to adverse issuer, market, political, or economic developments than
securities of large-capitalization companies, 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.
◦Small-Capitalization
Investing. The securities of small-capitalization
companies may be more vulnerable to adverse issuer, market, political, or
economic developments than securities of large- or mid-capitalization companies.
The securities of small-capitalization companies generally trade in lower
volumes and are subject to greater and more unpredictable price changes than
large- or mid-capitalization stocks or the stock market as a whole. There is
typically less publicly available information concerning smaller-capitalization
companies than for larger, more established
companies.
•New
Fund Risk.
The Fund is a recently organized investment company with limited
operating history. As a result, prospective investors have limited track record
or history on which to base their investment decision.
•Non-Diversification
Risk.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were a diversified fund. As a result, the Fund may be more exposed to
the risks associated with and developments affecting an individual issuer or a
smaller number of issuers than a fund that invests more widely. This may
increase the Fund’s volatility and cause the performance of a relatively smaller
number of issuers to have a greater impact on the Fund’s performance. However,
the Fund intends to satisfy the diversification requirements for qualifying as a
regulated investment company (“RIC”) under Subchapter M of the Internal Revenue
Code of 1986, as amended (the “Code”).
•Passive
Investment Risk. The Fund is not actively managed, and its sub-adviser would not
sell shares of an equity security due to current or projected underperformance
of a security, industry, or sector, unless that security is removed from the
Index or the selling of shares of that security is otherwise required upon a
reconstitution or rebalancing of the Index in accordance with the Index
methodology.
•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.
◦Materials
Sector Risk. Companies
in the materials sector may be adversely impacted by the volatility of commodity
prices, changes in exchange rates, depletion of resources, over-production,
litigation and changes in government regulations, among other
factors.
•Tax
Risk. To qualify for the favorable tax treatment generally available to
regulated investment companies, the Fund must satisfy certain diversification
requirements. In particular, the Fund generally may not acquire a security if,
as a result of the acquisition, more than 50% of the value of the Fund’s assets
would be invested in (a) issuers in which the Fund has, in each case, invested
more than 5% of the Fund’s assets or (b) issuers more than 10% of whose
outstanding voting securities are owned by the Fund. Given the concentration of
the Index in a relatively small number of securities, it may not always be
possible for the Fund to fully implement a replication strategy or a
representative sampling strategy while satisfying these diversification
requirements. The Fund’s efforts to satisfy the diversification requirements may
affect the Fund’s execution of its investment strategy and may cause the Fund’s
return to deviate from that of the Index, and the Fund’s efforts to replicate or
represent the Index may cause it inadvertently to fail to satisfy the
diversification requirements. If the Fund were to fail to satisfy the
diversification requirements, it could incur penalty taxes and be forced to
dispose of certain assets, or it could fail to qualify as a regulated investment
company. If the Fund were to fail to qualify as a regulated investment company,
it would be taxed in the same manner as an ordinary corporation, and
distributions to its shareholders would not be deductible by the Fund in
computing its taxable income.
•Tracking
Error Risk. As with all index funds, the performance of the Fund and its 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
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.defianceetfs.com.
Portfolio
Management
|
|
|
|
|
| |
| Adviser |
Defiance
ETFs, LLC |
| Sub-Adviser |
Tidal
Investments LLC (“Tidal” or the “Sub-Adviser”) |
| Portfolio
Managers |
Christopher
Mullen, CFA, Portfolio Manager for the Sub-Adviser, and Brett Johnson,
CFA, Portfolio Manager for the Sub-Adviser, are portfolio managers of the
Fund since its inception in August, 2026. |
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.defianceetfs.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
individual retirement account (“IRA”) or other tax-advantaged account.
Distributions on investments made through tax-deferred arrangements may be taxed
later upon withdrawal of assets from those accounts.
Financial
Intermediary Compensation
If
you purchase Shares through a broker-dealer or other financial intermediary
(such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay
Intermediaries for certain activities related to the Fund, including
participation in activities that are designed to make Intermediaries more
knowledgeable about exchange traded products, including the Fund, or for other
activities, such as marketing, educational training or other initiatives related
to the sale or promotion of Shares. These payments may create a conflict of
interest by influencing the Intermediary and your salesperson to recommend the
Fund over another investment. Any such arrangements do not result in increased
Fund expenses. Ask your salesperson or visit the Intermediary’s website for more
information.
Each
Index is calculated by an independent third-party calculation agent that is not
affiliated with the applicable Fund or its Adviser, Sub-Adviser, distributor,
Index Provider, or any of their affiliates. Each Fund’s Index Provider is not
affiliated with the Funds’ Adviser, Sub-Adviser, administrator, or distributor.
Each Index was created for the purpose of being licensed for use by the
applicable Fund.
Investment
Objectives
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.
Principal
Investment 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.
•AI
Inference Technologies Industry Risk (Inference
AI Chip ETF only).
The Fund invests significantly in companies engaged in the development,
production, or utilization of AI inference technologies, including hardware
(e.g.,
semiconductors, accelerators), software platforms, cloud infrastructure, and
related services. These companies may be subject to rapid technological change,
product obsolescence, evolving industry standards, and intense competition. The
commercial adoption of AI inference technologies may not occur as expected, and
regulatory, ethical, or societal concerns related to the deployment of AI may
adversely impact demand or profitability.
•AI
Semiconductor Specialized Packaging and Testing Industry Risk (AI
Packaging & Testing ETF only).
The Fund invests primarily in companies engaged in advanced semiconductor
packaging and testing technologies that support AI-driven computing, including
high-performance chip integration, 2.5D/3D packaging, chiplet architectures, and
high-bandwidth interconnect solutions. These companies operate in a highly
specialized and technically complex segment of the semiconductor industry that
is subject to rapid innovation, evolving design requirements, and stringent
performance standards. Their business outcomes depend on the adoption of
next-generation semiconductor architectures and the ability to successfully
develop and scale advanced packaging solutions, which may involve significant
engineering challenges, high capital expenditures, and potential yield
constraints. Demand for these services is closely tied to a concentrated group
of large semiconductor designers and AI infrastructure providers, making issuers
susceptible to fluctuations in customer demand and pricing pressure. In
addition, companies in this industry rely on global supply chains for critical
materials, substrates, and manufacturing equipment, which may be disrupted by
geopolitical developments, trade restrictions, or shortages. The industry is
also characterized by cyclical demand patterns, high fixed costs, and the risk
of technological obsolescence if newer packaging or integration methods emerge.
•China
A-Shares Risk (AI
Packaging & Testing ETF only).
A-Shares are issued by companies incorporated in mainland China and are
denominated in Chinese renminbi and traded on the two main Chinese exchanges:
SSE and SZSE. Foreign investors can access investments in A-Shares by obtaining
a QFII or a RQFII license, as well as through the Stock Connect Program, which
is a securities trading and clearing program with an aim to achieve mutual stock
market access between the China and Hong Kong markets. Stock Connect was
developed by Hong Kong Exchanges and Clearing Limited, the SSE (in the case of
Shanghai Connect) or the SZSE (in the case of Shenzhen Connect), and the CSDCC.
The Fund currently intends to gain exposure to A-Shares through the Stock
Connect Programs. The markets on which A-Shares trade are considered emerging
markets characterized by generally low trading volume and less market liquidity
due to various factors. For example, investments in A-Shares are subject to
various regulations and limits, and the recoupment or repatriation of assets
invested in A-Shares is subject to restrictions imposed by the Chinese
government. In addition, investors from outside mainland China may face
difficulties or prohibitions accessing certain A-Shares that are part of a
restricted list in countries such as the U.S. A-Shares may also be subject to
frequent and widespread trading halts, which can increase pricing volatility and
cause the A-Shares to become illiquid. Trading suspensions in certain stock
could lead to greater market execution, clearing and settlement risks and costs
for the Fund, and the creation and redemption of Creation Units (as defined
below) may also be disrupted. These risks, among others, could adversely affect
the value of the Fund’s investments.
•Collateral
Securities Risk.
Collateral may include obligations issued or guaranteed by the U.S. government,
its agencies and instrumentalities, including bills, notes and bonds issued by
the U.S. Treasury, money market funds and corporate debt securities, such as
commercial paper. Some securities issued or guaranteed by federal agencies and
U.S. government-sponsored instrumentalities may not be backed by the full faith
and credit of the United States, in which case the investor must look
principally to the agency or instrumentality issuing or guaranteeing the
security for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event that the agency or instrumentality does
not meet its commitment. The U.S. government, its agencies and instrumentalities
do not guarantee the market value of their securities, and consequently, the
value of such securities may fluctuate. Although the Fund may hold securities
that carry U.S. government guarantees, these
guarantees
do not extend to shares of the Fund. The Fund’s investments in U.S. government
securities will change in value in response to interest rate changes and other
factors, such as the perception of an issuer’s creditworthiness.
Money
market funds are subject to management fees and other expenses. Therefore,
investments in money market funds will cause the Fund to bear indirectly a
proportional share of the fees and costs of the money market funds in which it
invests. At the same time, the Fund will continue to pay its own management fees
and expenses with respect to all of its assets, including any portion invested
in the shares of the money market fund. It is possible to lose money by
investing in money market funds.
Corporate
debt securities such as commercial paper generally are short-term unsecured
promissory notes issued by businesses. Corporate debt may be rated
investment-grade or below investment-grade and may carry variable or floating
rates of interest. Corporate debt securities carry both credit risk and interest
rate risk. Credit risk is the risk that the Fund could lose money if the issuer
of a corporate debt security is unable to pay interest or repay principal when
it is due. Interest rate risk is the risk that interest rates rise and fall over
time. For example, the value of fixed-income securities generally decreases when
interest rates rise, which may cause the Fund’s value to decrease. Also,
investments in fixed-income securities with longer maturities fluctuate more in
response to interest rate changes.
•Concentration
Risk.
Each
Fund’s investments will be concentrated in a particular industry or group of
related industries to the extent that its Index is so concentrated. In such
event, the value of the Shares may rise and fall more than the value of shares
of a fund that invests in securities of companies in a broader range of
industries.
◦Air,
Liquid and Gas Control Equipment Industry Group Risk (Plumbing & Electrical
ETF only).
The Fund’s investments are concentrated in companies engaged in the Air, Liquid,
and Gas Control Equipment Industry Group, and therefore the Fund’s performance
is closely tied to conditions affecting that industry. Companies in the Air,
Liquid, and Gas Control Equipment Industry Group manufacture and service
products used to regulate, measure, compress, transport, or control fluids and
gases across industrial, energy, infrastructure, and commercial applications,
making them sensitive to fluctuations in industrial production, capital
spending, and global economic conditions. Demand for such equipment is often
cyclical and dependent on activity in key end markets, including manufacturing,
energy, water management, construction, and process industries, and may decline
during economic downturns. The Air, Liquid, and Gas Control Equipment Industry
Group is also subject to risks related to raw material and component costs,
supply chain disruptions, and reliance on complex manufacturing processes, which
may impact production efficiency and margins. Companies may face competitive
pressures, including pricing constraints, technological innovation requirements,
and the need to develop more efficient, automated, and environmentally compliant
systems. Operational risks, including equipment failures, product defects, and
liability exposure, may also adversely affect performance.
◦Data
Storage Hardware Industry Group Risk (Memory & Photonics ETF
only).
Companies in the Data Storage Hardware Industry are subject to rapid
technological change, evolving data storage architectures, and shifting customer
preferences, including transitions among hard disk drives, solid-state storage,
cloud-based infrastructure, and emerging storage technologies, which may render
existing products obsolete and require significant ongoing investment in
research and development. Demand for data storage hardware is closely linked to
global economic conditions and capital spending by enterprises, hyperscale cloud
providers, and consumers, and may be volatile due to changing data usage trends,
inventory cycles, and fluctuations in information technology spending. The Data
Storage Hardware Industry is highly competitive and characterized by pricing
pressures, consolidation, and reliance on complex global supply chains for
semiconductors, components, and manufacturing, which may be vulnerable to
disruptions, shortages, and geopolitical developments. In addition, Data Storage
Hardware Industry companies may face risks related to product quality, data
integrity, cybersecurity concerns, and intellectual property protection. Many
issuers operate globally and are exposed to foreign currency, trade, and
regulatory risks.
◦Equipment
and Supplies Distributors Industry Group Risk (Plumbing & Electrical ETF
only).
Companies in the Equipment and Supplies Distributors Industry Group may be
adversely affected by changes in industrial, manufacturing, construction,
energy, transportation, healthcare, and other end markets that drive demand for
equipment, parts, tools, and related supplies. These companies may be sensitive
to economic downturns, business spending reductions, supply chain disruptions,
labor shortages, transportation and logistics costs, inventory management
challenges, and fluctuations in commodity and energy prices. Their operating
results may also be affected by changes in interest rates, customer credit
conditions, competitive pricing pressures, reliance on key suppliers and
customers, technological developments, and the ability to source products on
favorable terms. Because distributors generally operate on relatively narrow
margins, increases in operating costs or disruptions to product availability may
have a disproportionate effect on profitability. As a result, the value of
securities issued by companies in the Equipment and Supplies Distributors
Industry Group may fluctuate significantly, and the Fund’s performance may be
more volatile than that of a fund investing in a broader range of industries.
◦Optoelectronics
Electronics Components Industry Groups Risk (Memory & Photonics ETF
only).
The Fund’s investments are concentrated in companies engaged in the
Optoelectronics Electronics Components Industry, and therefore the Fund’s
performance is closely tied to conditions affecting that industry. Companies in
the Optoelectronics Electronics Components Industry are subject to rapid
technological change, short product life cycles, and evolving industry
standards, which may
render
products obsolete and require substantial and continuous investment in research
and development. Demand for optoelectronic and electronic components is highly
dependent on global economic conditions and capital spending trends in key end
markets such as consumer electronics, telecommunications, automotive, industrial
automation, and data infrastructure, and may decline during economic downturns.
The Optoelectronics Electronics Components Industry is also characterized by
intense competition, pricing pressures, and supply chain complexities, including
reliance on semiconductor fabrication, specialized materials, and third-party
manufacturers, which may create vulnerabilities to shortages, disruptions, or
delays. Many companies operate globally and are exposed to risks associated with
international trade, geopolitical tensions, export controls, tariffs, and
currency fluctuations. In addition, issuers may face risks related to product
defects, intellectual property protection, and regulatory compliance,
particularly with respect to safety, environmental, and data transmission
standards.
◦Power
Generation and Support Products Industry Group Risk (Plumbing & Electrical
ETF only).
Companies in the Power Generation and Support Products Industry Group may be
significantly affected by factors relating to the production, transmission,
distribution, storage and efficient use of electricity and other energy sources.
The profitability and growth prospects of these companies may depend on levels
of utility, industrial and infrastructure spending, demand for power generation
equipment and related products and services, and the availability and cost of
raw materials, components and labor. Companies in the Power Generation and
Support Products Industry Group may be adversely affected by changes in energy
policy, environmental and safety regulations, permitting requirements,
government incentives, technological developments, and the pace of adoption of
new energy generation, storage and grid modernization technologies. These
companies may also be vulnerable to supply chain disruptions, project delays or
cancellations, cost overruns, interest rate fluctuations, commodity price
volatility, and changes in general economic conditions. In addition, extreme
weather events, natural disasters, cybersecurity incidents, equipment failures,
or disruptions to electric grid infrastructure may negatively affect operations,
financial performance and market valuations. As a result, securities of
companies in the Power Generation and Support Products Industry Group may
experience greater volatility than the broader equity market.
◦Semiconductors
Industry Risk (Inference AI Chip ETF and AI Packaging & Testing ETF
only).
Competitive pressures, intense competition, aggressive pricing, technological
developments, changing demand, research and development costs, availability and
price of components and product obsolescence can significantly affect companies
operating in the semiconductors industry. Reduced demand for end-user products,
under-utilization of manufacturing capacity, and other factors could adversely
impact the operating results of companies in the semiconductors industry.
Semiconductor companies typically face high capital costs and may be heavily
dependent on intellectual property rights. The semiconductors industry is highly
cyclical, which may cause the operating results of many semiconductor companies
to vary significantly. The stock prices of companies in the semiconductors
industry have been and likely will continue to be extremely volatile.
◦Specialty
Contracting Services Industry Group Risk (Plumbing & Electrical ETF
only).
Companies in the Specialty Contracting Services Industry Group provide highly
specialized construction, installation, maintenance, and engineering services
across sectors such as infrastructure, energy, telecommunications, industrial
facilities, and commercial construction, making them sensitive to fluctuations
in capital spending, government funding, and overall economic activity. Demand
for specialty contracting services is often cyclical and may decline during
economic downturns, periods of reduced construction activity, or delays in
large-scale infrastructure and industrial projects. The Specialty Contracting
Services Industry Group is also subject to risks related to project execution,
including cost overruns, delays, labor shortages, and the availability and
pricing of materials and subcontractors, all of which may adversely affect
profitability. Companies may face fixed-price or long-term contracts that expose
them to pricing pressures and unexpected increases in costs. In addition, the
Specialty Contracting Services Industry Group is subject to regulatory
requirements related to safety, labor practices, environmental compliance, and
licensing, which may increase costs or limit operations. Many issuers operate
across multiple jurisdictions and may be affected by geopolitical developments,
trade policies, and local regulatory conditions. Operational risks, including
workplace accidents, litigation exposure, and bonding or insurance requirements,
may also negatively impact performance.
•Counterparty
Risk.
Counterparty risk is the risk that a counterparty to Fund transactions
(e.g.,
swap transactions) will be unable or unwilling to perform its contractual
obligation to the Fund. The Fund generally enters into derivatives transactions,
such as swap agreements, with counterparties such that either party can
terminate the contract without penalty prior to the termination date. The Fund
may be negatively impacted if a counterparty becomes bankrupt or otherwise fails
to perform its obligations under such a contract, if any collateral posted by
the counterparty for the benefit of the Fund is insufficient, or if there are
delays in the Fund’s ability to access such collateral. If the counterparty
becomes bankrupt or defaults on its payment obligations to the Fund, the Fund
may experience significant delays in obtaining any recovery, may obtain only a
limited recovery, or may obtain no recovery, and the value of an investment held
by the Fund may decline. The Fund also may not be able to exercise remedies,
such as the termination of transactions, netting of obligations, and realization
on collateral, if such remedies are stayed or eliminated under special
resolutions adopted in the United States, the European Union, and various other
jurisdictions. European Union rules and regulations intervene when a financial
institution is experiencing financial difficulties and could reduce, eliminate,
or convert a counterparty’s obligations to the Fund to equity (sometimes
referred to as a “bail-in”).
The
Fund typically enters into transactions with counterparties that present minimal
risks based on the Sub-Adviser’s assessment of the counterparty’s
creditworthiness, or its capacity to meet its financial obligations during the
term of the derivative agreement or contract. The Sub-Adviser considers factors
such as counterparty credit rating among other factors when determining whether
a counterparty is creditworthy. The Sub-Adviser regularly monitors the
creditworthiness of each counterparty with which the Fund transacts. The Fund
generally enters into swap agreements or other financial instruments with major
financial intermediaries and seeks to mitigate risks by generally requiring that
the counterparties for the Fund post collateral, marked to market daily, in an
amount approximately equal to what the counterparty owes the Fund, subject to
certain minimum thresholds. To the extent any such collateral is insufficient or
there are delays in accessing the collateral, the Fund will be exposed to the
risks described above. If a counterparty’s credit rating declines, the Fund may
be subject to a bail-in, as described above.
In
addition, the Fund may enter into swap agreements with a limited number of
counterparties, which may increase the Fund’s exposure to counterparty credit
risk. To the extent the Fund’s counterparties are concentrated in the financial
services sector, such Fund bears the risk that those counterparties may be
adversely affected by legislative or regulatory changes, adverse market
conditions, increased competition, and/or wide scale credit losses resulting
from financial difficulties or borrowers affecting the sector. There is a risk
that no suitable counterparties are willing to enter into, or continue to enter
into, transactions with the Fund and, as a result, the Fund may not be able to
achieve its investment objective. Additionally, although a counterparty to a
centrally cleared swap agreement is often backed by a FCM or a clearing
organization that is further backed by a group of financial institutions, there
may be instances in which a FCM or a clearing organization would fail to perform
its obligations, causing significant losses to the Fund. The markets for certain
derivatives, including those located in certain foreign countries, are
relatively new and still developing, which may expose the Fund to increased
counterparty credit and liquidity risks.
•Currency
Exchange Rate Risk (Inference
AI Chip ETF, AI Packaging & Testing ETF, and Memory & Photonics 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.
•Cybersecurity
Risk.
With the increased use of technologies such as the Internet and the dependence
on computer systems to perform business and operational functions, funds (such
as the Fund) and their service providers may be prone to operational and
information security risks resulting from cyber-attacks and/or technological
malfunctions. In general, cyber-attacks are deliberate, but unintentional events
may have similar effects. Cyber-attacks include, among others, stealing or
corrupting data maintained online or digitally, preventing legitimate users from
accessing information or services on a website, releasing confidential
information without authorization, and causing operational disruption.
Cybersecurity incidents may allow an unauthorized party to gain access to Fund
assets or proprietary information, or cause the Fund, the Adviser, the
Sub-Adviser and/or other service providers (including custodians and financial
intermediaries) to suffer data breaches or data corruption. Additionally,
cybersecurity failures or breaches of the electronic systems of the Fund, the
Adviser, the Sub-Adviser or the Fund’s other service providers, market makers,
APs, the Fund’s primary listing exchange, or the issuers of securities in which
the Fund invests have the ability to disrupt and negatively affect the Fund’s
business operations, including the ability to purchase and sell Shares,
potentially resulting in financial losses to the Fund and its shareholders. For
instance, cyber-attacks or technical malfunctions may interfere with the
processing of shareholder or other transactions, affect the Fund’s ability to
calculate its NAV, cause the release of private shareholder information or
confidential Fund information, impede trading, cause reputational damage, and
subject the Fund to regulatory fines, penalties or financial losses,
reimbursement or other compensation costs, and additional compliance costs.
Cyber-attacks or technical malfunctions may render records of Fund assets and
transactions, shareholder ownership of Shares, and other data integral to the
functioning of the Fund inaccessible or inaccurate or incomplete. The Fund also
may incur substantial costs for cybersecurity risk management to prevent cyber
incidents in the future. The Fund and its shareholders could be negatively
impacted as a result.
•Depositary
Receipt Risk (Inference
AI Chip ETF, AI Packaging & Testing ETF, and Memory & Photonics ETF
only).
Each Fund may hold the securities of non-U.S. companies in the form of American
Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”). ADRs are
negotiable certificates issued by a U.S. financial institution that represent a
specified number of shares in a foreign stock and trade on a U.S. national
securities exchange, such as the New York Stock Exchange. Sponsored ADRs are
issued with the support of the issuer of the foreign stock underlying the ADRs
and carry all of the rights of common shares, including voting rights. GDRs are
similar to ADRs but may be issued in bearer form and are typically offered for
sale
globally and held by a foreign branch of an international bank. The underlying
issuers of certain depositary receipts, particularly unsponsored or unregistered
depositary receipts, are under no obligation to distribute shareholder
communications to the holders of such receipts, or to pass through to them any
voting rights with respect to the deposited securities. Issuers of unsponsored
depositary receipts are not contractually obligated to disclose material
information in the U.S. and, therefore, such information may not correlate to
the market value of the unsponsored depositary receipt. The underlying
securities of the ADRs and GDRs in a Fund’s portfolio are usually denominated or
quoted in currencies other than the U.S. Dollar. As a result, changes in foreign
currency exchange rates may affect the value of a Fund’s portfolio. In addition,
because the underlying securities of ADRs and GDRs trade on foreign exchanges at
times when the U.S. markets are not open for trading, the value of the
securities underlying the ADRs and GDRs may change materially at times when the
U.S. markets are not open for trading, regardless of whether there is an active
U.S. market for Shares.
•Derivatives
Risk.
The Fund’s derivative investments have risks, including the imperfect
correlation between the value of such instruments and the underlying assets; the
loss of principal, including the potential loss of amounts greater than the
initial amount invested in the derivative instrument; and illiquidity of the
derivative investments. The derivatives used by a Fund may give rise to a form
of leverage. Leverage magnifies the potential for gain, however it may result in
greater losses, which in some cases may cause a Fund to liquidate other
portfolio investments at inopportune times (e.g.,
at a loss to comply with limits on leverage and asset segregation requirements
imposed by the 1940 Act or when the Sub-Adviser otherwise would have preferred
to hold the investment) or to meet redemption requests. Certain of a Fund’s
transactions in derivatives could also affect the amount, timing, and character
of distributions to shareholders, which may result in such Fund realizing more
short-term capital gain and ordinary income subject to tax at ordinary income
tax rates than it would if it did not engage in such transactions, which may
adversely impact such Fund’s after-tax returns. To the extent a Fund invests in
such derivative instruments, the value of such Fund’s portfolio is likely to
experience greater volatility over short-term periods. Certain derivatives are
also subject to counterparty risk, which is the risk that the other party in the
transaction will not fulfill its contractual obligations. The use of derivatives
is a highly specialized activity that involves investment techniques and risks
different from those of investments in more traditional securities and
instruments.
◦Swap
Agreements Risk.
Swap agreements are contracts for periods ranging from one day to more than one
year and may be negotiated bilaterally and traded OTC between two parties or,
for certain standardized swaps, must be exchange-traded through a FCM or swap
execution facility and/or cleared through a clearinghouse that serves as a
central counterparty. In a standard swap transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized on
particular predetermined investments or instruments. A Fund may enter into swap
agreements, including, but not limited to total return swaps, index swaps,
interest rate swaps, municipal market data rate locks, and credit default swaps.
A Fund may utilize swap agreements in an attempt to gain exposure to certain
securities without purchasing those securities to speculate on the movement of
such securities or to hedge a position. Swap agreements may be subject to fees
and expenses, and by investing in swaps indirectly through a Fund, a shareholder
will bear the expenses of such derivatives in addition to expenses of such Fund.
Risks associated with the use of swap agreements are different from those
associated with ordinary portfolio securities transactions, largely due to the
fact they could be considered illiquid and many swaps currently trade on the OTC
market. Swaps are particularly subject to counterparty credit, correlation,
valuation, liquidity and leveraging risks and could result in substantial losses
to a Fund.
As
noted above, certain standardized swaps are subject to mandatory exchange
trading and central clearing. While exchange trading and central clearing are
intended to reduce counterparty credit risk and increase liquidity, they do not
make swap transactions risk-free. Additionally, the CFTC and other applicable
regulators have adopted rules imposing certain margin requirements, including
minimums, on OTC swaps, which may result in a Fund and its counterparties
posting higher margin amounts for OTC swaps, which could increase the cost of
swap transactions to such Fund and impose added operational complexity. The
Dodd-Frank Act and related regulatory developments require the clearing and
exchange-trading of many OTC derivative instruments that the CFTC and the SEC
have defined as “swaps.” Mandatory exchange-trading and clearing are occurring
on a phased-in basis based on the type of market participant and CFTC approval
of contracts for central clearing. The Sub-Adviser will continue to monitor
developments in this area, particularly to the extent regulatory changes affect
a Fund’s ability to enter into swap agreements.
•Emerging
Markets Risk (Inference
AI Chip ETF, AI Packaging & Testing ETF, and Memory & Photonics 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.
Additionally,
limitations on the availability of financial and business information about
companies in emerging markets may affect the Index Provider’s ability to
accurately determine the companies meeting the Index’s criteria.
◦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 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.
◦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. 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.
•Emerging
Technologies Investment Risk (Inference
AI Chip ETF, AI Packaging & Testing ETF, and Memory & Photonics ETF
only).
Each Fund invests primarily in companies with exposure to emerging technologies,
such as AI inference technologies, specialized packaging and testing for AI
semiconductors, or data storage drives and memory semiconductors, as applicable,
in accordance with the Fund’s Index. Companies across a wide variety of
industries, primarily in the technology sector, are exploring the possible
applications of these technologies. The extent of such technologies’ versatility
has not yet been fully explored. Consequently, each Fund’s holdings may include
equity securities of operating companies that focus on or have exposure to a
wide variety of industries, and the economic fortunes of certain companies held
by the Fund may not be significantly tied to such technologies. Currently, there
are few public companies for which these emerging technologies represent an
attributable and significant revenue or profit stream, and such technologies may
not ultimately have a material effect on the economic returns of companies in
which a Fund invests.
•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; regional armed
conflict; market volatility related to global trade policy and the imposition of
tariffs; 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.
•ETF
Risks. Each
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.
Each
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
(Inference
AI Chip ETF, AI Packaging & Testing ETF, and Memory & Photonics 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 is generally lower if Shares
have more trading volume and
market
liquidity and higher if Shares have little trading volume and market liquidity.
Further, a relatively small investor base in a Fund, asset swings in a Fund
and/or increased market volatility may cause increased bid/ask spreads. Due to
the costs of buying or selling Shares, including bid/ask spreads, frequent
trading of Shares may significantly reduce investment results and an investment
in Shares may not be advisable for investors who anticipate regularly making
small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of the Shares will
approximate a Fund’s NAV, there may be times when the market price and the NAV
vary significantly, including due to supply and demand of a Fund’s Shares and/or
during periods of market volatility. Thus, you may pay more (or less) than NAV
intra-day when you buy Shares in the secondary market, and you may receive more
(or less) than NAV when you sell those Shares in the secondary market. 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. To the
extent securities held by a Fund
may
trade on foreign exchanges that are closed when the Fund’s primary listing
exchange is open, there are likely to be deviations between the current price of
a security and the security’s last quoted price from the closed foreign market.
This may result in premiums and discounts that are greater than those
experienced by 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 a 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 (Inference
AI Chip ETF, AI Packaging & Testing ETF, and Memory & Photonics 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,
the imposition of tariffs, 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 also 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 a Fund does not price its Shares, the value of the
securities in the Fund’s portfolio may change on days when shareholders will not
be able to purchase or sell the Shares. Conversely, Shares may trade on days
when foreign exchanges are closed. Each of these factors can make investments in
a Fund more volatile and potentially less liquid than other types of
investments.
•Geographic
Investment Risk (Inference
AI Chip ETF, AI Packaging & Testing ETF, and Memory & Photonics ETF
only).
To the extent that the Fund’s Index 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.
◦China
and Hong Kong-Specific Risk. (AI Packaging & Testing ETF only). The
economies of China and Hong Kong are subject to a considerable degree of
economic, political and social instability:
▪Political
and Social Risk: The
Chinese government is authoritarian and has periodically used force to suppress
civil dissent. Disparities of wealth and the pace of economic liberalization may
lead to social turmoil, violence and labor unrest. In addition, China continues
to experience disagreements related to integration with Hong Kong and religious
and nationalist disputes in Tibet and Xinjiang. There is also a greater risk in
China than in many other countries of currency fluctuations, currency
convertibility, interest rate fluctuations and higher rates of inflation as a
result of internal social unrest or conflicts with other countries.
Unanticipated political or social developments may result in sudden and
significant investment losses. China’s growing income inequality and worsening
environmental conditions also are factors that may affect the Chinese economy.
China is also vulnerable economically to the impact of a public health crisis,
which could depress consumer demand, reduce economic output, and potentially
lead to market closures, travel restrictions, and quarantines, all of which
would negatively impact China’s economy and could affect the economies of its
trading partners.
▪Government
Control and Regulations:
The Chinese government has implemented significant economic reforms in order to
liberalize trade policy, promote foreign investment in the economy, reduce
government control of the economy and develop market mechanisms. There can be no
assurance these reforms will continue or that they will be effective. Despite
recent reform and privatizations, significant regulation of investment and
industry is still pervasive, and the Chinese government may restrict foreign
ownership of Chinese corporations and/or repatriate assets. Chinese markets
generally continue to experience inefficiency, volatility and pricing anomalies
that may be connected to governmental influence, a lack of publicly-available
information and/or political and social instability.
▪Economic
Risk:
The Chinese economy has grown rapidly during the past several years and there is
no assurance that this growth rate will be maintained. In fact, the Chinese
economy may experience a significant slowdown as a result of, among other
things, a deterioration in global demand for Chinese exports, as well as
contraction in spending on domestic goods by Chinese consumers. In addition,
China may experience substantial rates of inflation or economic recessions,
which would have a negative effect on the economy and securities market. Delays
in enterprise restructuring, slow development of well-functioning financial
markets and widespread corruption have also hindered performance of the Chinese
economy. China continues to receive substantial pressure from trading partners
to liberalize official currency exchange rates. Chinese companies are subject to
the risk that the U.S. government or other governments may sanction Chinese
issuers or otherwise prohibit U.S. persons or funds from investing in certain
Chinese issuers and a lack of transparency with respect to economic activity and
transactions in China. Recent developments in relations between the United
States and China have heightened concerns of increased tariffs and restrictions
on trade between the two countries. It is unclear whether further tariffs and
sanctions may be imposed or other escalating actions may be taken in the future.
▪Expropriation
Risk: The
Chinese government maintains a major role in economic policymaking, and
investing in China involves risk of loss due to expropriation, nationalization,
confiscation of assets and property, or the imposition of restrictions on
foreign investments and on repatriation of capital invested.
▪Hong
Kong Political Risk:
Hong Kong reverted to Chinese sovereignty on July 1, 1997 as a Special
Administrative Region (SAR) of the PRC under the principle of “one country, two
systems.” Although China is obligated to maintain the current capitalist
economic and social system of Hong Kong through June 30, 2047, the
continuation of economic and social freedoms enjoyed in Hong Kong is dependent
on the government of China. Any attempt by China to tighten its control over
Hong Kong’s political, economic, legal or social policies may result in an
adverse effect on Hong Kong’s markets. In addition, the Hong Kong dollar trades
at a fixed exchange rate in relation to (or, is “pegged” to) the U.S. dollar,
which has contributed to the growth and stability of the Hong Kong economy.
However, it is uncertain how long the currency peg will continue or what effect
the establishment of an alternative exchange rate system would have on the Hong
Kong economy. Because the Fund’s NAV is denominated in U.S. dollars, the
establishment of an alternative exchange rate system could result in a decline
in the Fund’s NAV.
▪Variable
Interest Equity Investment Risk:
For purposes of raising capital offshore on exchanges outside of China,
including on U.S. exchanges, many Chinese-based operating companies are
structured as VIEs. In this structure, the Chinese-based operating company is
the VIE and establishes a shell company in a foreign jurisdiction, such as the
Cayman Islands. The shell company lists on a foreign exchange and enters into
contractual arrangements with the VIE. This structure allows Chinese companies
in which the government restricts foreign ownership to raise capital from
foreign investors. While the shell company has no equity ownership of the VIE,
these contractual arrangements permit the shell company to consolidate the VIE’s
financial statements with its own for accounting purposes and provide for
economic exposure to the performance of the underlying Chinese operating
company. Therefore, an investor in the listed shell company, such as the Fund,
will have exposure to the Chinese-based operating company only through
contractual arrangements and has no ownership in the Chinese-based operating
company. Furthermore, because the shell company only has specific rights
provided for in these service agreements with the VIE, its abilities to control
the activities at the Chinese-based operating company are limited and the
operating company may engage in activities that negatively impact investment
value.
While
the VIE structure has been widely adopted, it is not formally recognized under
Chinese law and therefore there is a risk that the Chinese government could
prohibit the existence of such structures or negatively impact the VIE’s
contractual arrangements with the listed shell company by making them invalid.
If these contracts were found to be unenforceable under Chinese law, investors
in the listed shell company, such as the Fund, may suffer significant losses
with little or no recourse available. If the Chinese government determines that
the agreements establishing the VIE structures do not comply with Chinese law
and regulations, including those related to restrictions on foreign ownership,
it could subject a Chinese-based issuer to penalties, revocation of business and
operating licenses, or forfeiture of ownership interest. In addition, the listed
shell company’s control over a VIE may also be jeopardized if a natural person
who holds the equity interest in the VIE breaches the terms of the agreement, is
subject to legal proceedings or if any physical instruments for authenticating
documentation, such as chops and seals, are used without the Chinese-based
issuer’s authorization to enter into contractual arrangements in China. Chops
and seals, which are carved stamps used to
sign
documents, represent a legally binding commitment by the company. Moreover, any
future regulatory action may prohibit the ability of the shell company to
receive the economic benefits of the Chinese-based operating company, which may
cause the value of the Fund’s investment in the listed shell company to suffer a
significant loss. For example, in 2021, the Chinese government prohibited use of
the VIE structure for investment in after-school tutoring companies. There is no
guarantee that the government will not place similar restrictions on other
industries.
◦Risks
Related to Investing in Japan (AI Packaging & Testing ETF only).
The
Japanese economy may be subject to considerable degrees of economic, political
and social instability, which could have a negative impact on Japanese
securities. While the Japanese economy has recently emerged from a prolonged
economic downturn, Japan’s economic growth rate may remain relatively low in the
future. In addition, Japan is subject to the risk of natural disasters, such as
earthquakes, volcanoes, typhoons and tsunamis. Additionally, decreasing U.S.
imports, new trade regulations, changes in the U.S. dollar exchange rates, or a
recession in the United States may have an adverse impact on the economy of
Japan. Japan also has few natural resources, and any fluctuation or shortage in
the commodity markets could have a negative impact on Japanese
securities.
◦Risks
of Investing in Taiwan (Inference AI Chip ETF, AI Packaging & Testing ETF
and Memory & Photonics ETF only). Investments
in Taiwanese issuers may subject the Fund to risks specific to Taiwan. Taiwan is
a small island state with few raw material resources and limited land area and
is reliant on imports for its commodity needs. Any fluctuations or shortages in
the commodity markets could have a negative impact on the Taiwanese economy.
Also, continued labor outsourcing may adversely affect the Taiwanese economy.
Taiwan’s economy is intricately linked with economies of Asian countries that
have experienced over-extensions of credit, frequent and pronounced currency
fluctuations, currency devaluations, currency repatriation, rising unemployment
and fluctuations in inflation. The Taiwanese economy is dependent on the
economies of Japan and China, as well as the United States, and negative changes
in their economies or a reduction in purchases by any of them of Taiwanese
products and services would likely have an adverse impact on the Taiwanese
economy. Taiwan’s geographic proximity to China and Taiwan’s history of
political contention with China have resulted in ongoing tensions with China,
including the risk of war with China. These tensions may materially affect the
Taiwanese economy and securities markets.
•Index
Methodology Risk.
An Index may not include all companies around the globe whose products or
services are predominantly tied to the theme of the applicable Index because the
Index includes only those companies meeting the Index criteria. For example,
companies that would otherwise be included in an Index might be excluded from
the Index if, as applicable, they are not listed on one of the exchanges
specified in the Index descriptions or if they are not classified in one of the
specified sub-industry groups described in its Index description.
•Index
Provider Risk.
There
is no assurance that an Index Provider, or any agents that act on its behalf,
will compile its Index accurately, or that the Index will be determined,
maintained, constructed, reconstituted, rebalanced, composed, calculated or
disseminated accurately. The Adviser relies upon each Index Provider and its
agents to compile, determine, maintain, construct, reconstitute, rebalance,
compose, calculate (or arrange for an agent to calculate), and disseminate its
Index accurately. Any losses or costs associated with errors made by an Index
Provider or its agents generally will be borne by the applicable Fund and its
shareholders. To correct any such error, the Index Provider or its agents may
carry out an unscheduled rebalance of the Index or other modification of Index
constituents or weightings. When a Fund in turn rebalances its portfolio, any
transaction costs and market exposure arising from such portfolio rebalancing
will be borne by the Fund and its shareholders. Unscheduled rebalances also
expose a Fund to additional tracking error risk. Errors in respect of the
quality, accuracy, and completeness of the data used to compile the Index may
occur from time to time and may not be identified and corrected by the Index
Provider for a period of time or at all, particularly where the Index is less
commonly used as a benchmark by funds or advisors. For example, during a period
where the Index contains incorrect constituents, the Fund tracking the Index
would have market exposure to such constituents and would be underexposed to the
Index’s other constituents. Such errors may negatively impact a Fund and its
shareholders. Each Index Provider and its agents rely on various sources of
information to assess the criteria of issuers included in the Index, including
information that may be based on assumptions and estimates. Neither a Fund nor
the Adviser can offer assurances that the Index’s calculation methodology or
sources of information will provide an accurate assessment of included
issuers.
•Market
Capitalization Risk.
◦Large-Capitalization
Investing. The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization companies may also be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes.
◦Mid-Capitalization
Investing.
The securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
large-capitalization companies, 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. Some medium 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.
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.
•New
Fund Risk.
Each 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.
•Non-Diversification
Risk.
Each Fund is considered to be non-diversified, which means that it may invest
more of its assets in the securities of a single issuer or a smaller number of
issuers than if it were a diversified fund. As a result, a Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a smaller number of issuers than a fund that invests more widely. This
may increase a Fund’s volatility and cause the performance of a relatively
smaller number of issuers to have a greater impact on such Fund’s performance.
However, each Fund intends to satisfy the diversification requirements for
qualifying as a RIC under Subchapter M of the Code.
•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.
•Sector
Risk. To
the extent a Fund invests more heavily in particular sectors of the economy, its
performance will be especially sensitive to developments that significantly
affect those sectors.
◦Information
Technology Sector Risk (Inference AI Chip ETF, AI Packaging & Testing ETF,
and Memory & Photonics ETF only). A
Fund is generally expected to invest significantly in companies in the
information technology sector, including those in the semiconductor and software
industries, and therefore the performance of a Fund could be negatively impacted
by events affecting this sector.
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. Companies in the software industry are subject to significant
competitive pressures, such as aggressive pricing, new market entrants,
competition for market share, short product cycles due to an accelerated rate of
technological developments and the potential for limited earnings and/or falling
profit margins. While semiconductor companies are also subject to significant
competition and pricing pressure, semiconductor companies may be significantly
impacted by changing demand, research and development costs, and the
availability and price of components. 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.
Information
technology companies and companies that rely heavily on technology may also be
prone to operational and information security risks resulting from cyber-attacks
and/or technological malfunctions. Cyber-attacks include, among others, stealing
or corrupting data maintained online or digitally, preventing legitimate users
from accessing information or services on a website, releasing confidential
information without authorization, and causing operational disruption. In
general, cyber-attacks are deliberate, but unintentional events may have similar
effects. Successful cyber-attacks against, or security breakdowns of, a company
included in the Index may result in material adverse consequences for such
company, as well as other companies included in the Index, and may cause a
Fund’s investments to lose value.
◦Materials
Sector Risk (Plumbing & Electrical ETF only). Companies
in the materials sector may be adversely affected by commodity price volatility,
exchange rates, import controls, increased competition, depletion of resources,
technical advances, labor relations, over-production, litigation and government
regulations, among other factors. Companies in the
materials
sector are also at risk of liability for environmental damage and product
liability claims. Production of materials may exceed demand as a result of
market imbalances or economic downturns, leading to poor investment
returns.
•Tax
Risk.
To qualify for the favorable tax treatment generally available to regulated
investment companies, each Fund must satisfy certain diversification
requirements. In particular, a Fund generally may not acquire a security if, as
a result of the acquisition, more than 50% of the value of the Fund’s assets
would be invested in (a) issuers in which the Fund has, in each case, invested
more than 5% of the Fund’s assets or (b) issuers more than 10% of whose
outstanding voting securities are owned by the Fund. Given the concentration of
each Index in a relatively small number of securities, it may not always be
possible for a Fund to fully implement a replication strategy or a
representative sampling strategy while satisfying these diversification
requirements. Each Fund’s efforts to satisfy the diversification requirements
may affect the Fund’s execution of its investment strategy and may cause the
Fund’s return to deviate from that of the Index, and the Fund’s efforts to
replicate or represent the Index may cause it inadvertently to fail to satisfy
the diversification requirements. If the Fund were to fail to satisfy the
diversification requirements, it could incur penalty taxes and be forced to
dispose of certain assets, or it could fail to qualify as a regulated investment
company. If a Fund were to fail to qualify as a regulated investment company, it
would be taxed in the same manner as an ordinary corporation, and distributions
to its shareholders would not be deductible by the Fund in computing its taxable
income.
•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 Sub-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.defianceetfs.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
Defiance
ETFs, LLC serves as the investment adviser and has overall responsibility for
the general management and administration of the Funds. The Adviser is located
at 78 SW 7th Street, 5th Floor, Miami, Florida 33130, and is an SEC-registered
investment adviser. The Adviser was founded in 2018 and arranges for
sub-advisory, transfer agency, custody, fund administration, and all other
related services necessary for the Funds to operate. The Adviser provides
investment advisory services to ETFs, including the Funds.
The
Adviser provides oversight of the Funds’ Sub-Adviser, monitoring of the
Sub-Adviser’s buying and selling of securities for the Funds, and review of the
Sub-Adviser’s performance.
For
the services it provides to the Funds, each Fund pays the Adviser a unified
management fee, which is calculated daily and paid monthly, at an annual rate
based on the applicable Fund’s average daily net assets as set forth in the
table below.
|
|
|
|
|
| |
| Name
of Fund |
Management
Fee |
|
Inference
AI Chip ETF |
0.65% |
|
AI
Packaging & Testing ETF |
0.65% |
|
Memory
& Photonics ETF |
0.65% |
|
Plumbing
& Electrical ETF |
0.59% |
|
| |
|
| |
Under
the Investment Advisory Agreement (the “Advisory Agreement”), the Adviser has
agreed to pay all expenses of the Funds, except for interest charges on any
borrowings, dividends and other expenses on securities sold short, taxes,
brokerage commissions and other expenses incurred in placing orders for the
purchase and sale of securities and other investment instruments, acquired fund
fees and expenses, accrued deferred tax liability, extraordinary expenses,
distribution fees and expenses paid by the Funds under any distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act, and the unified management
fee payable to the Adviser. The Adviser, in turn, compensates the Sub-Adviser
from the management fee it receives.
A
discussion regarding the basis for the Board of Trustees’ approval of the Funds’
Advisory Agreement will be available in the Funds’ Annual Financial Statements
and Additional Information that will be filed as part of the Funds’ first Form
N‑CSR.
Sub-Adviser
The
Adviser has retained Tidal Investments LLC to serve as sub-adviser for each
Fund. Tidal is responsible for the day-to-day management of the Funds. Tidal’s
principal office is located at 234 West Florida Street, Suite 203, Milwaukee,
Wisconsin 53204. Tidal is a Delaware limited liability company founded in March
2012 that is dedicated to understanding, researching and managing
assets
within the expanding ETF universe. Tidal is responsible for trading portfolio
securities for the Funds, including selecting broker-dealers to execute purchase
and sale transactions, subject to the supervision of the Adviser and the Board.
For
its services, Tidal is paid a fee by the Adviser, which fee is calculated daily
and paid monthly, at an annual rate of each Fund’s average daily net assets of
0.035%, subject to a minimum annual fee of $23,000.
A
discussion regarding the basis for the Board of Trustees’ approval of the Funds’
Sub-Advisory Agreement will be available in the Funds’ Annual Financial
Statements and Additional Information that will be filed as part of the Funds’
first Form N‑CSR.
Manager
of Managers Structure
The
Funds and the Adviser have received an exemptive order from the SEC permitting
the Adviser (subject to certain conditions and the approval of the Funds’ Board
of Trustees (the “Board”)) to change or select new 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 a 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.
Portfolio
Managers
Christopher
Mullen, CFA, and Brett Johnson, CFA, are primarily and jointly responsible for
the day-to-day management of the Funds.
Christopher
P. Mullen, serves as Portfolio Manager at the Sub-Adviser, having joined the
firm in January 2024. From September 2019 to December 2023, he was a Portfolio
Manager at Vest Financial LLC, where he managed exchange-traded funds, mutual
funds and retirement fund portfolios. Mr. Mullen received a Master of Business
Administration from the University of Maryland. He also holds a dual bachelor’s
degree in global politics and history from Marquette University.
Brett
Johnson, serves as Vice President of Trading for the Sub-Adviser, having joined
the Adviser in June 2025. Mr. Johnson previously served as Director of Trading
at ZEGA Financial Group for almost 6 years. Prior to ZEGA Financial Group, Mr.
Johnson held roles as a Margin Desk Manager and Trade Desk Manager with TD
Ameritrade and Charles Schwab, specializing in equity and options trading. With
over 20 years of experience, Mr. Johnson holds a degree from the University of
Illinois at Urbana-Champaign.
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 in 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 Net Asset Value
Each
Fund’s NAV is calculated as of the scheduled close of regular trading on the New
York Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern time, each day
the NYSE is open for business. The NAV for each Fund is calculated by dividing
the Fund’s net assets by its Shares outstanding.
In
calculating its NAV, each Fund generally values its assets on the basis of
market quotations, last sale prices, or estimates of value furnished by a
pricing service or brokers who make markets in such instruments. In particular,
each Fund generally values equity securities traded on any recognized U.S. or
non-U.S. exchange at the last sale price or official closing price on the
exchange or system on which they are principally traded. If such 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
Each
Fund intends to pay out dividends, if any, and distribute any net realized
capital gains to its shareholders at least annually. Each Fund will declare and
pay capital gain distributions in cash. Distributions in cash may be reinvested
automatically in additional whole Shares only if the broker through whom you
purchased Shares makes such option available. Your broker is responsible for
distributing the income and capital gain distributions to you.
Taxes
The
following discussion is a summary of certain important U.S. federal income tax
considerations generally applicable to investments in the Funds. Your investment
in a Fund may have other tax implications. Please consult your tax advisor about
the tax consequences of an investment in Shares, including the possible
application of foreign, state, and local tax laws. This summary does not apply
to Shares held in an IRA or other tax-qualified plans, which are generally not
subject to current tax. Transactions relating to Shares held in such accounts
may, however, be taxable at some time in the future. This summary is based on
current tax laws, which may change.
Each
Fund intends to elect and intends to qualify each year for treatment as a RIC.
If a Fund meets certain minimum distribution requirements, a RIC is not subject
to tax at the fund level on income and gains from investments that are timely
distributed to shareholders. However, a Fund’s failure to qualify as a RIC or to
meet minimum distribution requirements would result (if certain relief
provisions were not available) in fund-level taxation and, consequently, a
reduction in income available for distribution to shareholders.
Unless
your investment in Shares is made through a tax-exempt entity or tax-advantaged
account, such as an IRA plan, you need to be aware of the possible tax
consequences when a Fund makes distributions, when you sell your Shares listed
on the Exchange; and when you purchase or redeem Creation Units (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 the Funds 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 Funds 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. A Fund’s investment strategy
may limit the amount of distributions eligible for treatment as qualified
dividend income in the hands of non-corporate shareholders or eligible for the
dividends received deduction for corporate shareholders.
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). Such treatment of Section
163(j) Interest Dividends by a shareholder is generally subject to holding
period requirements and other potential limitations, although the holding period
requirements are generally not applicable to dividends declared by money market
funds and certain other funds that declare dividends daily and pay such
dividends on a monthly or more frequent basis. Section 163(j) Interest
Dividends, if so designated by the Fund, will be reported to your financial
intermediary or otherwise in accordance with the requirements specified by the
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
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.
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 Shares are Sold on the Exchange
Provided
that a shareholder holds Shares as capital assets, any capital gain or loss
realized upon a sale of Shares generally is treated as a long-term capital gain
or loss if Shares have been held for more than one year and as a short-term
capital gain or loss if Shares have been held for one year or less. However, any
capital loss on a sale of Shares held for six months or less is treated as
long-term capital loss to the extent of Capital Gain Dividends paid with respect
to such Shares. Any loss realized on a sale will be disallowed to the extent
Shares of the Fund are acquired, including through reinvestment of dividends,
within a 61-day period beginning 30 days before and ending 30 days after the
disposition of Shares. The ability to deduct capital losses may be limited.
The
cost basis of Shares of the Fund acquired by purchase will generally be based on
the amount paid for the Shares and then may be subsequently adjusted for other
applicable transactions as required by the Code. The difference between the
selling price and the cost basis of Shares generally determines the amount of
the capital gain or loss realized on the sale or exchange of Shares. Contact the
broker through whom you purchased your Shares to obtain information with respect
to the available cost basis reporting methods and elections for your account.
Taxes
on Purchases and Redemptions of Creation Units
An
AP having the U.S. dollar as its functional currency for U.S. federal income tax
purposes who exchanges securities for Creation Units generally recognizes a gain
or a loss. The gain or loss will be equal to the difference between the value of
the Creation Units at the time of the exchange and the exchanging AP’s aggregate
basis in the securities delivered, plus the amount of any cash paid for the
Creation Units. An AP who exchanges Creation Units for securities will generally
recognize a gain or loss equal to the difference between the exchanging AP’s
basis in the Creation Units and the aggregate U.S. dollar market value of the
securities received, plus any cash received for such Creation Units. The IRS may
assert, however, that a loss that is realized upon an exchange of securities for
Creation Units may not be currently deducted under the rules governing “wash
sales” (for an AP who does not mark-to-market its holdings), or on the basis
that there has been no significant change in economic position. APs exchanging
securities should consult their own tax advisor with respect to whether the wash
sales rule applies 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, the
Fund will be eligible to elect to “pass through” to investors the amount of
foreign income and similar taxes (including withholding taxes) paid by the 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
investors 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, the Fund will be entitled to
claim a deduction for certain foreign taxes incurred by the Fund. The Fund (or
its administrative agent) will notify you if it makes such an election and
provide you with the information necessary to reflect foreign taxes paid on your
income tax return.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in each Fund. It is not a substitute for
personal tax advice. You also may be subject to 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, Foreside Fund Services, 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 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 190 Middle Street,
Suite 301, Portland, Maine 04101.
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 traded on the Exchange at a price above (i.e., at
a premium) or below (i.e., at
a discount) the NAV per Share is available for the Funds free of charge, on the
Funds’ website at www.defianceetfs.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, the Sub-Adviser, each Index Provider, each Exchange, and each Fund make
no representation or warranty, express or implied, to the owners of Shares or
any member of the public regarding the advisability of investing in securities
generally or in a Fund particularly or the ability of an Index to track general
stock market performance. Each Index Provider has no obligation to take the
needs of the applicable Funds or the owners of Shares into consideration in
determining, composing, or calculating an Index. Each Index Provider 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 Shares are redeemable. The Funds, the
Adviser, and the Sub-Adviser do not guarantee the accuracy, completeness, or
performance of an Index or the data included therein and shall have no liability
in connection with the Index or Index calculation. The Index Calculation Agent
maintains and calculates the Index used by each Fund. The Index Calculation
Agent shall have no liability for any errors or omissions in calculating an
Index.
Financial
information is not available because the Funds have not commenced operations
prior to the date of this Prospectus.
DEFIANCE
ETFs
|
|
|
|
|
|
|
|
|
|
|
| |
| Adviser |
Defiance
ETFs, LLC
78
SW 7th Street, 5th Floor
Miami,
Florida 33130 |
Sub-Adviser |
Tidal
Investments LLC
234
West Florida Street, Suite 203
Milwaukee,
Wisconsin 53204 |
| Index
Providers |
BITA
GmbH
Mainzer
Landstraße 51, 60329
Frankfurt
am Main, Germany
Solactive
AG
German
Index Engineering
Platz
der Einheit 1
60327
Frankfurt am Main Germany |
Transfer
Agent,
Index
Receipt
Agent,
and
Administrator |
U.S.
Bancorp Fund Services, LLC
d/b/a
U.S. Bank Global Fund Services
615
East Michigan Street
Milwaukee,
Wisconsin 53202 |
| Distributor |
Foreside
Fund Services, LLC
190
Middle Street, Suite 301
Portland,
Maine 04101 |
Custodian |
U.S.
Bank National Association
1555
N. Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
Independent Registered
Public Accounting Firm |
Cohen
& Company, Ltd.
1835
Market St., Suite 310
Philadelphia,
Pennsylvania 19103 |
Legal
Counsel |
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004-2541 |
Investors
may find more information about the Funds in the following documents:
Statement
of Additional Information: The
Funds’ SAI provides additional details about the investments of the Funds and
certain other additional information. A current SAI dated August 13, 2026, as
supplemented from time to time, is on file with the SEC and is herein
incorporated by reference into this Prospectus. It is legally considered a part
of this Prospectus.
Annual/Semi-Annual
Reports: Additional
information about each Fund’s investments will be available in the Funds’ annual
and semi-annual reports to shareholders, when available, and in Form N-CSR. In
the annual report you will find a discussion of the market conditions and
investment strategies that significantly affected each Fund’s performance. In
Form N-CSR, you will find each Fund’s annual and semi-annual financial
statements.
You
can obtain free copies of these documents, request other information or make
general inquiries about the Funds by calling 1-800-617-0004.
Shareholder
reports and other information about the Funds are available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or
•Free
of charge from the Funds’ Internet website at www.defianceetfs.com
or,
(SEC
Investment Company Act File No. 811-22668)