Subject
to completion
Dated
March 27, 2026
The
information herein is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and
Exchange Commission is effective. This Prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these securities in any
jurisdiction in which the offer or sale is not permitted.
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Defiance
US 100 Tech AI Moat ETF (AIX) |
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Listed
on The Nasdaq Stock Market, LLC |
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Defiance
US 100 Tech Ex Software ETF (XGPT) |
| Listed
on NYSE Arca, Inc. |
| (each,
a series of ETF Series Solutions) |
PROSPECTUS
[
], 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.
TABLE
OF CONTENTS
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Defiance
US 100 Tech AI Moat ETF Summary |
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Defiance
US 100 Tech Ex Software ETF Summary |
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Additional
Information About the Indexes |
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Additional
Information About the Funds |
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Management |
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Financial
Highlights |
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DEFIANCE
US 100 TECH AI MOAT ETF SUMMARY |
Investment
Objective
The
Defiance US 100 Tech AI Moat ETF (the “Fund” or the “AI Moat ETF”) seeks to
track the total return performance, before fees and expenses, of the Indxx US
100 Tech AI Moat 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.
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Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
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| Management
Fees |
[
]% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
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Other
Expenses* |
0.00% |
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Total
Annual Fund Operating Expenses |
[
]% |
*
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:
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| 1 Year |
3
Years |
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[...] |
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.
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.
Indxx
US 100 Tech AI Moat Index
The
Index is designed to track the performance of companies in the Indxx US 100
Index are positioned to benefit from or structurally withstand the expansion of
Artificial Intelligence (“AI”) due to an AI moat (the “AI Moat Companies”). An
“economic moat” refers to a sustainable, competitive advantage that allows a
company to protect its market share from rival companies. Accordingly, the Fund
considers an “AI moat” to be an economic moat within the AI ecosystem, such as a
company’s proprietary data sets, superior technical models, or deeply embedded
AI capabilities, which enable the company to maintain its competitive advantage
over rivals despite advances in AI.
The
Indxx US 100 Index tracks the performance of the 100 largest Nasdaq-listed
non-financial securities. To be eligible for inclusion in the universe of Indxx
US 100 Index constituents, a security must have: (1) a primary listing, or
be domiciled, in the U.S.; (2) a listing on the Nasdaq exchange; (3) a 3-month
average daily turnover volume greater than or equal to 200,000 shares; and (4)
been traded on 90% of the eligible trading days over the last six months. In the
case of a security that does not have a trading history of six months (only
initial public offering (“IPOs”)), such security must have started trading at
last three months before the start of the reconstitution and rebalance process
and should have traded on 90% of the eligible trading days over the past three
months. The Indxx US 100 Index excludes securities from the following
industries: financial publishing/services, major banks, regional banks, savings
banks, finance/rental/leasing, investment banks/brokers, investment managers,
financial conglomerates, property/casualty insurance, multi-line insurance,
life/health insurance, specialty insurance, insurance brokers/services, real
estate development, and real estate investment trusts.
To
be eligible for inclusion in the initial universe of Index constituents, a
security included in the Indxx US 100 Index must also: (1) have a minimum
free float equivalent to 10% of shares outstanding; (2) trade at a price below
$10,000; and (3) be common stock
or
an American depositary receipt (“ADR”) (the “Initial Universe”). The Index then
screens out AI Vulnerable Tech Companies, as defined below, from the Initial
Universe.
Indxx
Inc., the Fund’s index provider (“Indxx” or the “Index Provider”), conducted
extensive research to define “AI Vulnerable Tech Companies” as those companies
whose core business operations are centered on enterprise workflow software,
application-layer platforms, or digital knowledge services that may be
replicated, embedded, or displaced by large language models, AI agents, or
hyperscale AI ecosystems. Indxx screens the Initial Universe semi-annually to
remove AI Vulnerable Tech Companies from the Index universe based on two
criteria that use industry classification data from the Indxx Thematic Industry
Classification System (ITICS) and FactSet Research Systems Inc. (FactSet),
respectively.
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| Criteria |
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Classifications |
| Companies
that derive a minimum of 50% of their total revenue from the following
ITICS Sub-Category Classifications will be excluded from the
Index. |
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Collaboration
Platforms, Enterprise Software Solutions, Software as a Service,
Cybersecurity, Multiple Softwares, Cybersecurity Services, IT Services,
Industry Specific Software Solutions, IT Consulting Services, and Business
Process Outsourcing (BPO) and Knowledge Process Outsourcing
(KPO). |
| Companies
must be classified in one of the following FactSet Industries to be
eligible for inclusion in the Index. |
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Cable/Satellite
TV, Internet Retail, Packaged Software, Computer Communications,
Electronic Components, Electronics Distributors, Wireless
Telecommunications, Data Processing Services, Internet Software/Services,
Specialty Telecommunications, Semiconductors, Computer Peripherals,
Electronic Equipment/Instruments, Major Telecommunications, Information
Technology Services, Motor Vehicles, Telecommunications Equipment,
Computer Processing Hardware, and Electronic Production
Equipment. |
After
screening and removing AI Vulnerable Tech Companies from the Initial Universe,
the remaining Index universe will be comprised of all tech-oriented companies
with AI moats that are demonstrating or showcasing AI-related infrastructure
expenditure, AI-integration into business operations, and identifiable AI moats.
Indxx then scores each company of the following three parameters: (1) research
and development expenditures evidenced by percentage of the company’s revenue,
(2) AI business exposure evidenced by the company’s ITICS Sub-Industry
Classification; and (3) AI development and investment evidence as reported on
reputable third-party websites, news articles, or the company’s website. The
resulting top 30 companies by highest score will form the final portfolio.
The
Index is rebalanced and reconstituted semi-annually after the close of business
on the last business day of June and December each year (the “Reconstitution
Effective Day”) based on data as of close of business of the nearest Friday
falling at least one month before the Reconstitution Effective Day. The
weighting of each included security is calculated at the close of the seventh
trading day prior to the Reconstitution Effective Day.
In
determining the weighting of companies included in the Index at the time of each
rebalance and reconstitution of the Index, eligible securities are assigned
weights proportionately relative to their market capitalization. A weighting cap
of 4.9% is applied to each security. If a security’s calculated weight exceeds
4.9%, its weight is reduced to 4.9%. Any excess weight resulting from the
application of the weighting cap is redistributed proportionately among the
remaining securities with less than 4.9%, until no security exceeds the 4.9%
cap.
The
Index was established in 2021 and is owned by the Index Provider.
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.
The
Fund’s Investment Strategy
Under
normal circumstances, the Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in AI Moat 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).
To
the extent the Index concentrates (i.e.,
holds more than 25% of its total assets) in the securities of a particular
industry or group of related industries, the Fund will concentrate its
investments to approximately the same extent as the Index. As of [ ], 2026, the
Index was concentrated in the Semiconductors industry.
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”.
•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.
•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.
•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.
◦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 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 through ADRs 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.
•Index
Methodology Risk. The
Index may not include all U.S. tech companies with an AI moat 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 omit discussion of their AI capabilities from descriptions of their
business in regulatory filings or otherwise keep such work hidden from public
(and the Index Provider’s) view.
•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.
•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.
•Securities
Lending Risk.
There are certain risks associated with securities lending, including the risk
that the borrower may fail to return the securities on a timely basis or even
the loss of rights in the collateral deposited by the borrower, if the borrower
should fail financially. The Fund could also lose money in the event of a
decline in the value of collateral provided for loaned securities or a decline
in the value of any investments made with cash collateral. As a result, the Fund
may lose money.
•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
https://www.defianceetfs.com/AIX.
Portfolio
Management
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| Adviser |
Defiance
ETFs, LLC |
| Sub-Adviser |
Tidal
Investments LLC (“Tidal” or the “Sub-Adviser”) |
| Portfolio
Managers |
Charles
A. Ragauss, CFA, Portfolio Manager and Head of Trading for the
Sub-Adviser, and Qiau Duan, CFA, Portfolio Manager for the Sub-Adviser,
are portfolio managers of the Fund since its inception in [ ], 2026.
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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.
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DEFIANCE
US 100 TECH EX SOFTWARE ETF SUMMARY |
Investment
Objective
The
Defiance US 100 Tech Ex Software ETF (the “Fund” or the “Ex Software ETF”) seeks
to track the total return performance, before fees and expenses, of the Indxx US
100 Tech Focused Ex Software Technology 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.
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|
Annual
Fund Operating Expenses (expenses
that you pay each year as a percentage of the value of your
investment) |
|
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| Management
Fees |
[
]% |
| Distribution
and/or Service (12b-1) Fees |
0.00% |
|
Other
Expenses* |
0.00% |
| Total
Annual Fund Operating Expenses |
[
]% |
*
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:
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| 1 Year |
3
Years |
| [...] |
[...] |
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.
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.
Indxx
US 100 Tech Focused Ex Software Technology Index
The
Index is designed to track the performance of companies in the Indxx US 100
Index, excluding companies with core business operations in the Software
Technology theme (the “US Tech Ex Software Companies”).
The
Indxx US 100 Index tracks the performance of the 100 largest Nasdaq-listed
non-financial securities. To be eligible for inclusion in the universe of Indxx
US 100 Index constituents, a security must have: (1) a primary listing, or
be domiciled, in the U.S.; (2) a listing on the Nasdaq exchange; (3) a 3-month
average daily turnover volume greater than or equal to 200,000 shares; and (4)
been traded on 90% of the eligible trading days over last six months. In the
case of a security that does not have a trading history of six months (only
initial public offerings (“IPOs”)), such security must have started trading at
last three months before the start of the reconstitution and rebalance process
and should have traded on 90% of the eligible trading days over the past three
months. The Indxx US 100 Index excludes securities from the following
industries: financial publishing/services, major banks, regional banks, savings
banks, finance/rental/leasing, investment banks/brokers, investment managers,
financial conglomerates, property/casualty insurance, multi-line insurance,
life/health insurance, specialty insurance, insurance brokers/services, real
estate development, and real estate investment trusts.
To
be eligible for inclusion in the initial universe of Index constituents, a
security included in the Indxx US 100 Index must also: (1) have a minimum
free float equivalent to 10% of shares outstanding; (2) trade at a price below
$10,000; and (3) be common stock or an American depositary receipt (“ADR”) (the
“Initial Universe”). The Index then screens out Software Technology Companies,
as defined below, from the Initial Universe to compose the eligible universe of
Index constituents.
Indxx
Inc., the Fund’s index provider (“Indxx” or the “Index Provider”), conducted
extensive research to define “Software Technology Companies” as those companies
whose core business operations are centered on one of the following sub-themes
(further defined in the table below): Application Software, System Software
& Cloud Infrastructure, Cybersecurity Infrastructure, Engineering
&
Data Platforms, and IT (Information Technology) Services (the “Software
Technology Theme”). For these purposes, companies that derive 50% or more of
their total revenue, in the aggregate, from one or more of Software Technology
Themes, as described below, are considered to be Software Technology Companies.
Indxx screens the Initial Universe semi-annually to remove Software Technology
Companies using industry classification data from the Indxx Thematic Industry
Classification System (ITICS).
|
|
|
|
|
|
|
|
|
| Software
Technology Theme |
|
Description |
| Application
Software |
|
The
sub-theme consists of companies whose core business operations involve
developing and commercializing end-user or enterprise-facing software
applications that enable specific workflows such as productivity,
financial management, HR, collaboration, and creative design. |
| System
Software & Cloud Infrastructure |
|
The
sub-theme consists of companies operating foundational software platforms
and cloud-native infrastructure that manage computing environments, data
architectures, developer ecosystems, and system-level
operations. |
| Cybersecurity
Infrastructure |
|
The
sub-theme consists of companies primarily focused on delivering network
security, endpoint protection, cloud security, zero-trust architecture,
and threat intelligence platforms that secure enterprise IT
systems. |
| Engineering
& Data Platforms |
|
The
sub-theme consists of companies providing specialized engineering software
and proprietary data platforms where intellectual property and exclusive
datasets are the primary source of competitive advantage. |
| IT
Services |
|
The
sub-theme consists of companies generating revenue primarily through
consulting, digital transformation, IT implementation, outsourcing, and
managed services. |
The
Index is rebalanced and reconstituted semi-annually after the close of business
on the last business day of June and December each year (the “Reconstitution
Effective Day”) based on data as of close of business of the nearest Friday
falling at least one month before the Reconstitution Effective Day. The
weighting of each included security is calculated at the close of the seventh
trading day prior to the Reconstitution Effective Day.
In
determining the weighting of companies included in the Index at the time of each
rebalance and reconstitution of the Index, eligible securities are assigned
weights proportionately relative to their market capitalization. A weighting cap
of 5% is applied to each security. If a security’s calculated weight exceeds 5%,
its weight is reduced to 5%. Any excess weight resulting from the application of
the weighting cap is redistributed proportionately among the remaining
securities with less than 5%. The aggregate weight of securities with weight of
5% must not exceed 45% of the portfolio. In the case the aggregate weight of
such securities exceeds 45%, an aggregate cap is applied. The excess weight is
redistributed proportionately amongst the uncapped securities with a single
security cap of 4.5%.
The
Index was established in 2021 and is owned by the Index Provider.
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.
The
Fund’s Investment Strategy
Under
normal circumstances, the Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in US Tech Ex Software
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).
To
the extent the Index concentrates (i.e.,
holds more than 25% of its total assets) in the securities of a particular
industry or group of related industries, the Fund will concentrate its
investments to approximately the same extent as the Index. As of [ ], 2026, the
Index was concentrated in the Semiconductor Industry.
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.”
•Concentration
Risk.
The
Fund’s investments will be concentrated in an industry or group of 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.
•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.
•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.
◦Costs
of Buying or Selling Shares.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small investments.
◦Shares
May Trade at Prices Other Than NAV. As
with all ETFs, Shares may be bought and sold in the secondary market at market
prices. Although it is expected that the market price of Shares will approximate
the Fund’s NAV, there may be times when the market price of Shares is more than
the NAV intra-day (premium) or less than the NAV intra-day (discount) due to
supply and demand of Shares or during periods of market volatility. This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for Shares in the secondary
market, in which case such premiums or discounts may be significant.
◦Trading. Although
Shares are listed for trading on NYSE Arca, Inc. (the “Exchange”) and may be
traded on U.S. exchanges other than the Exchange, there can be no assurance that
Shares will trade with any volume, or at all, on any stock exchange. There can
be no assurance that an active trading market for such Shares will develop or be
maintained. In stressed market conditions, the liquidity of Shares may begin to
mirror the liquidity of the Fund’s underlying portfolio holdings, which can be
significantly
less liquid than Shares, and this could lead to differences between the market
price of the Shares and the underlying value of those Shares.
•Foreign
Securities Risk.
Investments in non-U.S. securities through ADRs 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. These and other factors can make
investments in the Fund more volatile and potentially less liquid than other
types of investments.
•Index
Methodology Risk. The
Index may not include all U.S. tech ex-software companies 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 omit discussion of Software Technology Themes from descriptions of their
business in regulatory filings, analyst reports, and industry-specific trade
publications screened by the Index Provider or otherwise keep such work hidden
from public (and the Index Provider’s) view.
•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.
•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 industry, 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. 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.
•Securities
Lending Risk.
There are certain risks associated with securities lending, including the risk
that the borrower may fail to return the securities on a timely basis or even
the loss of rights in the collateral deposited by the borrower, if the borrower
should fail financially. The Fund could also lose money in the event of a
decline in the value of collateral provided for loaned securities or a decline
in the value of any investments made with cash collateral. As a result, the Fund
may lose money.
•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
https://www.defianceetfs.com/XGPT.
Portfolio
Management
|
|
|
|
|
|
| Adviser |
Defiance
ETFs, LLC |
| Sub-Adviser |
Tidal
Investments LLC (“Tidal” or the “Sub-Adviser”) |
| Portfolio
Managers |
Charles
A. Ragauss, CFA, Portfolio Manager and Head of Trading for the
Sub-Adviser, and Qiau Duan, CFA, Portfolio Manager for the Sub-Adviser,
are portfolio managers of the Fund since its inception in [ ], 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.
ADDITIONAL
INFORMATION ABOUT THE INDEXES
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.
ADDITIONAL
INFORMATION ABOUT THE FUNDS
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.
•Concentration
Risk.
Each
Fund’s investments will be concentrated in an industry or group of 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.
•Depositary
Receipt Risk.
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.
•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; 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.
◦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.
◦Trading. Although
Shares are listed for trading on the applicable 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.
Investments in non-U.S. securities through ADRs 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.
•Index
Methodology Risk.
An Index may not include all U.S. companies 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 the Index might be excluded from the Index
if they omit discussion of their AI capabilities for the AI Moat ETF or Software
Technology Themes for the Ex Software ETF from descriptions of their business in
regulatory filings or otherwise keep such work hidden from public (and the Index
Provider’s) view.
•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.
•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.
Each Fund’s investing approach may result in an emphasis on certain sectors or
sub-sectors of the market at any given time. To the extent a Fund invests more
heavily in one sector or sub-sector of the market, it thereby presents a more
concentrated risk and its performance will be especially sensitive to
developments that significantly affect those sectors or sub-sectors. In
addition, the value of a Fund’s shares may change at different rates compared to
the value of shares of a fund with investments in a more diversified mix of
sectors and industries. An individual sector or sub-sector of the market may
have above-average performance during particular periods but may also move up
and down more than the broader market. The several industries that constitute a
sector may all react in the same way to economic, political or regulatory
events. A Fund’s performance could also be affected if the sectors or
sub-sectors do not perform as expected. Alternatively, the lack of exposure to
one or more sectors or sub-sectors may adversely affect performance.
◦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.
•Securities
Lending Risk.
There
are certain risks associated with securities lending, including the risk that
the borrower may fail to return the securities on a timely basis or even the
loss of rights in the collateral deposited by the borrower, if the borrower
should fail financially. As a result, a Fund may lose money. A Fund could also
lose money in the event of a decline in the value of collateral provided for
loaned securities or a decline in the value of any investments made with cash
collateral. These events could also trigger adverse tax consequences for a Fund.
•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.
PORTFOLIO
HOLDINGS INFORMATION
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”).
MANAGEMENT
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 |
|
Defiance
US 100 Tech AI Moat ETF |
[
]% |
|
Defiance
US 100 Tech Ex Software ETF |
[
]% |
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 Fund’s
Advisory Agreement will be available in the Fund’s 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 the Fund.
Tidal is responsible for the day-to-day management of the Fund. 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 Fund, 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 the Fund’s average daily net assets of [
%], subject to a minimum annual fee of [$ ].
A
discussion regarding the basis for the Board of Trustees’ approval of the Fund’s
Sub-Advisory Agreement will be available in the Fund’s 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
Charles
A Ragauss, CFA, and Qiao Duan are primarily and jointly responsible for the
day-to-day management of the Fund.
Mr.
Ragauss serves as Portfolio Manager and Head of Trading for the Sub-Adviser,
having joined the firm in September 2020. Prior to joining the Sub-Adviser, Mr.
Ragauss has also served as Chief Operating Officer and Director of Portfolio
Management at CSat Investment Advisory, L.P., d/b/a Exponential ETFs, since
April 2016. Mr. Ragauss served as a portfolio manager for the Fund on behalf of
Exponential ETFs from the Fund’s inception in May 2019 until he began managing
the Fund on behalf of Toroso on May 17, 2021. Previously, Mr. Ragauss was
Assistant Vice President at Huntington National Bank (“Huntington”), where he
was Product Manager for the Huntington Funds and Huntington Strategy Shares
ETFs, a combined fund complex of almost $4 billion in assets under management.
At Huntington, he led ETF development bringing to market some of the first
actively managed ETFs. Mr. Ragauss joined Huntington in 2010. Mr. Ragauss
attended Grand Valley State University where he received his Bachelor of
Business Administration in Finance and International Business, as well as a
minor in French. He is a member of both the National and Detroit CFA societies
and holds the CFA designation.
Ms.
Duan serves as Portfolio Manager at the Sub-Adviser focusing on strategy
implementation and trade execution, having joined the firm in October 2020. From
February 2017 to October 2020, she was an execution Portfolio Manager at
Exponential ETFs, where she managed research and analysis relating to all
Exponential ETF strategies. Ms. Duan previously served as a portfolio manager
for the Fund on behalf of Exponential ETFs from the Fund’s inception in May 2019
until October 2020. Ms. Duan received a Master of Science in Quantitative
Finance and Risk Management from the University of Michigan in 2016 and a
Bachelor of Science in Mathematics and Applied Mathematics from Xiamen
University in 2014. She holds the CFA designation.
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.
HOW
TO BUY AND SELL SHARES
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,
DISTRIBUTIONS, AND TAXES
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 has elected and intends to continue 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. Dividends received by a Fund
from a REIT may be treated as qualified dividend income generally only to the
extent so reported by such REIT. 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.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in each Fund. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares
under
all applicable tax laws. For more information, please see the section entitled
“Federal Income Taxes” in the SAI.
DISTRIBUTION
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.
PREMIUM/DISCOUNT
INFORMATION
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.
ADDITIONAL
NOTICES
Shares
are not sponsored, endorsed, or promoted by the Exchange. The Exchange makes no
representation or warranty, express or implied, to the owners of 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
HIGHLIGHTS
Financial
information is not available because the Fund has 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
Provider |
Indxx
Inc.
5201
Blue Lagoon Drive, Suite 220
Miami,
FL 33126 |
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
Three
Canal Plaza, Suite 100
Portland,
Maine 04101 |
Custodian |
U.S.
Bank National Association
1555
N. Rivercenter Drive, Suite 302
Milwaukee,
Wisconsin 53212 |
Independent Registered
Public Accounting Firm |
[
] |
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 [ ], 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 the Fund’s investments will be available in the Fund’s 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 the Fund’s performance. In
Form N-CSR, you will find the 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 Fund 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)