2025-08-26EatonVanceFixed-IncomeETFs_Pro_January2026_485B
Parametric
Hedged Equity ETF
Prospectus | January
28, 2026
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Portfolio |
Ticker
Symbol |
Exchange |
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Parametric
Hedged Equity ETF |
PHEQ |
NYSE
Arca |
The
Securities and Exchange Commission (“SEC”) has not approved or disapproved these
securities or passed upon the adequacy
of this Prospectus. Any representation to the contrary is a criminal
offense.
An
investment in the
Fund is not guaranteed
or endorsed by a bank, is not a bank deposit or obligation
thereof,
and is not
insured or
guaranteed by
the Federal Deposit Insurance Corporation or any other government agency. An
investment
in the
Fund involves investment risks, and you may lose money investing
in
the Fund.
Parametric | Fund
Summary
Parametric
Hedged Equity ETF
Investment
Objective
Parametric
Hedged Equity ETF (the “Fund”) seeks to provide capital appreciation while
limiting losses experienced by investors (before
fees, expenses, and taxes) through the incorporation of an option overlay hedge
strategy.
Fees
and Expenses
The
table below describes the fees and expenses that you may pay if you buy, hold
and sell shares of the Fund. You
may pay fees other
than the fees and expenses of the Fund, such as brokerage commissions and other
fees charged by financial intermediaries,
which are not reflected in the tables and examples
below.
Annual
Fund Operating Expenses1 (expenses
that you pay each year as a percentage of the value of your
investment)
| 1 |
The
Fund’s management agreement provides that the Fund’s “Adviser,” Morgan
Stanley Investment Management Inc., will pay substantially all expenses
of
the Fund (including expenses of Morgan Stanley ETF Trust (the “Trust”)
relating to the Fund), except for the distribution fees, if any, brokerage
expenses,
acquired fund fees and expenses, taxes, interest, litigation expenses, and
other extraordinary expenses, including the costs of proxies, not
incurred
in the ordinary course of the Fund’s
business. |
Example
The
example below is intended to help you compare the cost of investing in the Fund
with the cost of investing in other funds. The example
does not take into account brokerage commissions that you pay when purchasing or
selling shares of the Fund.
The
example assumes that you invest $10,000 in the Fund for the time periods
indicated and then sell all of your shares at the end of those
periods. The example also assumes your investment has a 5% return each year and
the Fund’s operating expenses remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
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1
Year |
3
Years |
5
Years |
10
Years |
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$30
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$93
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$163
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$368
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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 Fund shares are held in a taxable account.
These costs, which are not reflected in Total Annual Fund Operating Expenses or
in the Example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate
was 13%
of the average value of its portfolio.
Principal
Investment Strategies
The
Fund seeks to provide capital appreciation by investing its net assets in equity
securities of certain U.S. large capitalization companies
(the “Equity Portfolio”) that are constituents of the Solactive GBS US 500 (the
“Equity Portfolio Index”) at the time of purchase.
Under
normal circumstances, the Fund will invest at least 80% of its net assets (plus
any borrowings for investment purposes) in equity
securities. This policy may be changed without shareholder approval; however,
shareholders would be notified upon 60 days’ notice
in writing of any changes.
Equity
securities generally represent an ownership interest in an issuer, or may be
convertible into or represent a right to acquire an ownership
interest in an issuer. With respect to the Fund’s Equity Portfolio, the Fund
invests primarily in common stock. The Fund’s
performance will largely depend on the performance of the Equity Portfolio. The
Equity Portfolio Index seeks to provide the returns
of the 500 largest U.S. companies, as measured by market capitalization. The
Equity Portfolio Index is comprised of the common
stock of 500 U.S. companies ranked by total market capitalization in descending
order. The constituents of the Equity Portfolio
Index are weighted according to the securities’ free float market
capitalization. The Equity Portfolio Index is rebalanced and reconstituted
quarterly.
In
constructing the Equity Portfolio, the Fund seeks to provide investment returns
that are substantially similar to the Equity Portfolio
Index while limiting the overlap between its investments that reflect
constituents of the Equity Portfolio and the underlying constituents
of the options in which the Fund invests (the “Options Portfolio”, as described
in more detail below) to less than 70% on
an ongoing basis in an effort to avoid being subject to the “straddle rules”
under federal income tax law (see “Tax Risk” below). The
Equity Portfolio weightings are determined via an optimization process intended
to provide return and risk characteristics that closely
track those of the Equity Portfolio Index across key fundamental attributes such
as value, growth, size, volatility, and momentum
in addition to categorical attributes such as sector and industry. Through this
optimization of holdings representing
Parametric | Fund
Summary
Parametric
Hedged Equity ETF (Con’t)
constituents
of the Equity Portfolio Index, the Equity Portfolio is not expected to hold each
of the constituents of the Equity Portfolio
Index and the Fund’s investments that reflect constituents of the Equity
Portfolio may be overweight or underweight as compared
to the Equity Portfolio Index’s weighting.
The
Fund expects that dividends received from its investment in equity securities
that comprise the Equity Portfolio Index will be distributed
to shareholders on a quarterly basis.
The
Fund may incorporate tax loss harvesting within the Equity Portfolio to maximize
realization of losses. Realized losses in the Equity
Portfolio may be used to offset realized gains in the Options Portfolio and
Equity Portfolio.
The
Fund also pursues an option overlay hedging strategy that seeks to mitigate
losses experienced by investors while foregoing some upside
potential. In pursuing this strategy, the Fund will purchase and sell
exchange-traded put options and sell exchange-traded call options,
utilizing options based on the S&P 500® Index (“Underlying Index”). The
combination of the Equity Portfolio and the Option
Portfolio hedging strategy is intended to provide the Fund with a significant
portion of returns associated with the Equity Portfolio
Index, while exposing the Fund to less risk of loss than an investment in the
constituents of the Equity Portfolio Index.
An
options contract is an agreement between a buyer and seller that gives the
purchaser of the option the right to buy (in the case of a call
option), or to sell (in the case of a put option), a particular asset at an
agreed upon price (commonly known as the “strike price”) at
a specified future date.
The
options overlay hedging strategy is constructed by buying a put option at a
higher strike price (approximately 10% below the current
price of the Underlying Index) while writing a put option at a relatively lower
strike price (approximately 30% below the current
price of the Underlying Index) and simultaneously selling a call option that
substantially offsets the cost of the put option spread.
This combined structure is known as a “put spread collar” strategy. While the
put spread collar structure will have approximately
zero net premium at its initiation, subsequent changes in the price of the
Underlying Index, as well as other factors described
below, will affect its ongoing (net market) value as well as each existing
option’s moneyness (where moneyness refers to an option’s
strike price divided by the current price of the Underlying Index, as a
percentage).
The
strategy is intended to provide the Fund with downside protection against
general market movements, while foregoing some upside
potential. Specifically, a put option spread seeks to protect the Fund against a
decline in price, but only to the extent of the difference
between the strike prices of the put option purchased and the put option sold.
Entering into put option spreads is typically less
expensive than a strategy of only purchasing put options and may benefit the
Fund in a flat to upwardly moving market by reducing
the cost of the downside protection; the downside protection of the put option
spread, however, is limited as compared to just
owning a put option. The premiums received from writing call options are
intended to provide income which substantially offsets
the cost of the put option spread, but writing the call options also reduces the
Fund’s ability to profit from increases in the value
of its Equity Portfolio beyond the strike price of the call option
sold.
In
implementing the option overlay hedging strategy, the Fund seeks to provide
“laddered” hedge exposure. Laddering is an investment
technique designed to diversify hedges and avoid the risk of reinvesting a large
portion of assets in an unfavorable market environment
and to create more opportunities to roll hedges (i.e., one option position
expires and a new option position is opened in the
same underlying security) and secure gains during extended periods of
market appreciation. To implement this technique, the Fund
holds options for multiple one-year periods (each, a hedge period) staggered
three-months apart with the goal of mitigating potential
risks associated with only one hedge period. The Fund will seek to ladder its
option hedges such that one structure expires and
is rolled out another year at the end of each calendar quarter. Accordingly,
each option hedge structure (i.e., put spread collar) will
notionally cover approximately 25% of the Fund’s exposure to the Equity
Portfolio. Upon expiry, each option hedge structure will
be rolled out to the same month-end in the next calendar year. Laddering of
hedge exposure results in downside protection and upside
capture potential that is less explicit on any particular date than for hedges
with a single hedge structure. The Fund may rebalance
quarterly in alignment with the expiration of the option positions underlying
the option hedge structure.
The
value of the options in which the Fund invests is affected by changes in the
value and dividend rates of the securities that comprise
the Underlying Index (a large-cap, market-weighted, U.S. equities index),
changes in interest rates, changes in the actual or perceived
volatility of the Underlying Index, and the remaining time to the options’
expiration, as well as trading conditions in the options
market and other market factors.
Principal
Risks
There
is no assurance that the Fund will achieve its investment objective, and you can
lose money investing in this Fund.
Investments in
the Fund involve risks and you should not rely on the Fund as a complete
investment program. The relative significance of each risk
factor summarized below may change over time and you should review each risk
factor carefully because any one or more of these risks
may result in losses to the Fund. The principal risks of investing in the Fund
include:
Parametric | Fund
Summary
Parametric
Hedged Equity ETF (Con’t)
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Equity
Securities.
In general, prices of equity securities are more volatile than those of
fixed-income securities. U.S. and foreign stock
markets, and equity securities of individual issuers, have experienced
periods of substantial price volatility in the past and it is
possible that they will do so again in the future. The prices of equity
securities fluctuate, sometimes rapidly or widely, in response
to activities specific to the issuer of the security as well as factors
unrelated to the fundamental condition of the issuer, including
general market, economic, political and public health conditions. During
periods when equity securities experience heightened
volatility, such as during periods of market, economic or financial
uncertainty or distress, the Fund’s investments in equity
securities are subject to heightened
risks. |
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The
value of equity securities and related instruments decline in response to
perceived or actual adverse changes in the economy, economic
outlook or financial markets; deterioration in investor sentiment;
inflation, interest rate, currency, and commodity price fluctuations;
adverse geopolitical, social or environmental developments; issuer- and
sector-specific considerations; unexpected trading
activity among retail investors; and other factors. Market conditions
affect certain types of equity securities to a greater extent
than other types of equity securities. If the stock market declines, the
value of the Fund’s equity securities will also likely decline,
which will result in a decrease in the value of your investment in the
Fund. Although prices can rebound, there is no assurance
that prices of the Fund’s equity securities will return to previous
levels. |
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Information
Technology Sector Risk.
To the extent the Fund invests a substantial portion of its assets in the
information technology sector,
the value of Fund shares may be particularly impacted by events that
adversely affect the information technology sector, such
as rapid changes in technology product cycles, product obsolescence,
government regulation, and competition, and may fluctuate
more than that of a fund that does not invest significantly in companies
in the technology
sector. |
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Options
Risk.
If the Fund buys an option, it buys a legal contract giving it the right
to buy or sell a specific amount of the underlying
instrument, foreign currency or contract, such as a swap agreement or
futures contract, on the underlying instrument or
foreign currency at an agreed-upon price typically in exchange for a
premium paid by the Fund. If the Fund sells an option, it sells
to another person the right to buy from or sell to the Fund a specific
amount of the underlying instrument, swap, foreign currency,
or futures contract on the underlying instrument or foreign currency, at
an agreed-upon price during a period of time or on
a specified date typically in exchange for a premium received by the Fund.
Options, may also be illiquid and the Fund may have
difficulty closing out its position. A decision as to whether, when and
how to use options involves the exercise of skill and judgment
and even a well-conceived option transaction may be unsuccessful because
of market behavior or unexpected events. The
prices of options, can be highly volatile and the use of options can lower
total returns. |
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Option
Writing Risk.
Writing call options involves the risk that the Fund may be required to
sell the underlying security or instrument
(or settle in cash an amount of equal value) at a disadvantageous price or
below the market price of such underlying security
or instrument, at the time the option is exercised. As the writer of a
call option, the Fund forgoes, during the option’s life, the
opportunity to profit from increases in the market value of the underlying
security or instrument covering the option above the
sum of the premium and the exercise price, but retains the risk of loss
should the price of the underlying security or instrument
decline. Additionally, the Fund’s call option writing strategy may not
fully protect it against declines in the value of the
market. |
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During
periods in which equity markets are generally unchanged or falling, or in
a modestly rising market where the income from premiums
exceeds the aggregate appreciation of the underlying security or
instrument over its exercise price, a diversified portfolio receiving
premiums from its call option writing strategy may outperform the same
portfolio without such an options strategy. However,
in rising markets where the aggregate appreciation of the underlying
security or instrument over its exercise price exceeds
the income from premiums, a portfolio with a call writing strategy could
significantly underperform the same portfolio without
such an options writing
strategy. |
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Writing
put options involves the risk that the Fund may be required to buy the
underlying security or instrument (or settle in cash an
amount of equal value) at a disadvantageous price or above the market
price of such underlying security or instrument, at the time
the option is exercised. While the Fund’s potential gain in writing a put
option is limited to the premium received plus the interest
earned on the liquid assets covering the put option, the Fund’s risk of
loss is equal to the entire value of the underlying security
or instrument, offset only by the amount of the premium received. The Fund
will also incur a form of economic leverage through
its use of call and put options, which will increase the volatility of the
Fund’s returns and may increase the risk of loss to the
Fund. |
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During
periods in which equity markets are generally unchanged or rising, or in a
modestly falling market where the income from premium
exceeds the aggregate depreciation of the underlying security or
instrument below its exercise price, a diversified portfolio
receiving premiums from its put option writing strategy may outperform the
same portfolio without such an options strategy.
However, in declining markets where the aggregate depreciation of the
underlying security or instrument below its exercise
price exceeds the income from premiums, a portfolio with a put writing
strategy could significantly under-perform the same
portfolio without the options writing
strategy. |
Parametric | Fund
Summary
Parametric
Hedged Equity ETF (Con’t)
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There
are special risks associated with uncovered option writing which expose
the Fund to potentially significant loss. As the seller of
an uncovered call option, the Fund bears unlimited risk of loss should the
price of the underlying security increase above the exercise
price until the Fund covers its exposure. As with writing uncovered calls,
the risk of writing uncovered put options is substantial.
The seller of an uncovered put option bears a risk of loss if the value of
the underlying instrument declines below the exercise
price. Such loss could be substantial if there is a significant decline in
the value of the underlying
instrument. |
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Underlying
Index.
The Fund invests in options that derive their value from the Underlying
Index, and therefore, in addition to the performance
of the Equity Portfolio, the Fund’s investment performance at least
partially depends on the investment performance of
the Underlying Index. The value of the Underlying Index
will fluctuate over time based on fluctuations in the values of the
securities
that comprise the Underlying Index, which may be affected by changes in
general economic conditions, expectations for future
growth and profits, interest rates and the supply and demand for those
securities. |
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Correlation
Risk.
As an option approaches its expiration date, its value typically will
increasingly move with the value of the Underlying
Index. However, the value of the options may vary prior to the expiration
date because of related factors other than the
value of the Underlying Index. The value of the options will be determined
based upon market quotations or using other recognized
pricing methods. Factors that may influence the value of the options
include interest rate changes and implied volatility
levels of the Underlying Index, among others. The value of the options
held by the Fund typically do not increase or decrease
at the same level as the Underlying Index’s share price on a day-to-day
basis due to these factors (although they generally move
in the same
direction). |
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Clearing
Member.
Transactions in some types of derivatives are required to be centrally
cleared (“cleared derivatives”). In a transaction
involving cleared derivatives, the Fund’s counterparty is a clearing
house, such as the OCC, rather than a bank or broker.
Since the Fund is not a member of clearing houses and only members of a
clearing house (“clearing members”) can participate
directly in the clearing house, the Fund will hold cleared derivatives
through accounts at clearing members. In cleared derivatives
positions, the Fund will make payments to and receive payments from a
clearing house through their accounts at clearing
members. The Fund is also subject to the risk that a limited number of
clearing members are willing to transact on the Fund’s
behalf, which heightens the risks associated with a clearing member’s
default. If a clearing member defaults, the Fund could
lose some or all of the benefits of a transaction entered into by the Fund
with the clearing member. If the Fund cannot find a
clearing member to transact with on the Fund’s behalf, the Fund may be
unable to effectively implement its investment
strategy. |
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Derivatives.
Derivatives and other similar instruments that create synthetic exposure
often are subject to risks similar to those of the
underlying asset or instrument, including market risk, and may be subject
to additional risks, including imperfect correlation between
the value of the derivative and the underlying asset, risks of default by
the counterparty to certain transactions, magnification
of losses incurred due to changes in the market value of the securities,
instruments, indices or interest rates to which the
derivative instrument relates, risks that the transactions may not be
liquid, risks arising from margin and payment requirements,
risks arising from mispricing or valuation complexity and operational and
legal risks. Certain derivative transactions may
give rise to a form of leverage. Leverage magnifies the potential for gain
and the risk of
loss. |
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Investment
Objective.
There is no guarantee that the Fund will be successful in its attempt to
achieve its investment objective and/or
its strategy to seek to provide protection against losses. Certain
circumstances under which the Fund might not achieve its objective
include, but are not limited to: (i) if the Fund disposes of options; (ii)
if the Fund is unable to maintain the proportional relationship
based on the number of options in the Fund’s portfolio; (iii) significant
accrual of Fund expenses in connection with effecting
the Fund’s investment strategy; (iv) losses resulting from the Fund’s
investment strategy; (v) adverse tax law changes affecting
the treatment of options or (vi) when there are significant differences in
the returns of the Equity Portfolio and the returns
of the Underlying Index. In addition, the Fund’s option overlay hedging
strategy may not provide protection against losses,
especially in rising equity markets when the Fund would be expected to
underperform such equity markets. The Fund’s option
overlay hedging strategy is not expected to provide protection against
losses during periods with low volatility in equity markets
when the Fund would be expected to perform similarly with equity
markets. |
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Liquidity.
The Fund may make investments that are less liquid, illiquid or restricted
or that may become illiquid or less liquid in response
to overall economic conditions or adverse investor perceptions, and which
may entail greater risk than investments in other
types of securities. Liquidity risk may be magnified in a market where
credit spread and interest rate volatility is rising and where
investor redemptions from fixed-income funds may be higher than normal.
These investments may be more difficult to value
or sell, particularly in times of market turmoil, and there may be little
trading in the secondary market available for particular
securities. If the Fund is forced to sell an illiquid or restricted
security to fund redemptions or for other cash needs, it
may
be forced to sell the security at a loss or for less than its fair value
and may be unable to sell the security at
all. |
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Tax
Risk.
The Fund intends to limit the overlap between the
Equity Portfolio and the Options Portfolio
to less than 70% on an ongoing
basis in an effort to avoid being subject to the “straddle rules” under
federal income tax law. In general, investment positions
will be offsetting if there is a substantial diminution in the risk of
loss from holding one position by reason of holding one
or more other positions. The Fund expects that the option contracts it
writes will not be considered straddles because its stock holdings
will be sufficiently dissimilar from the underlying
constituents of its option contracts
under applicable guidance established
by the Internal
Revenue Service (the “IRS”).
Under certain circumstances, however, the Fund may enter into options
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Parametric | Fund
Summary
Parametric
Hedged Equity ETF (Con’t)
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transactions
or certain other investments that may constitute positions in a straddle.
The straddle rules may affect the character of gains
(or losses) realized by the Fund, and losses realized by the Fund on
positions that are part of a straddle may be deferred under
the straddle rules, rather than being taken into account in calculating
taxable income for the taxable year in which the losses are
realized. In addition, certain carrying charges (including interest
expense) associated with positions in a straddle may be required
to be capitalized rather than deducted currently. Certain elections that
the Fund may make with respect to its straddle positions
may also affect the amount, character and timing of the recognition of
gains or losses from the affected positions and may
decrease the amount of the Fund’s dividends that may be reported as
qualified dividend income. The tax consequences of such
straddle transactions to the Fund are not entirely clear in all situations
under currently available authority. The straddle rules may
increase the amount of short-term capital gain realized by the Fund, which
is taxed as ordinary income when distributed to U.S.
shareholders in a non- liquidating distribution. Because application of
the straddle rules may affect the character of gains or
losses, defer losses and/or accelerate the recognition of gains or losses
from the affected straddle positions, the amount which must
be distributed to U.S. shareholders as ordinary income may be increased or
decreased substantially as compared to a fund that
did not engage in such
transactions. |
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Authorized
Participant Concentration Risk.
Only an authorized participant may engage in creation or redemption
transactions directly
with the Fund. The Fund has a limited number of intermediaries that act as
authorized participants and none of these authorized
participants is or will be obligated to engage in creation or redemption
transactions. There can be no assurance that an active
trading market for the Fund’s shares will develop or be maintained. To the
extent that these intermediaries exit the business or
are unable to or choose not to proceed with creation and/or redemption
orders with respect to the Fund, such as during periods of
market stress, and no other authorized participant creates or redeems,
shares may trade at a discount to net asset value (“NAV”) per
share and
possibly face trading halts and/or delisting. Authorized
participant concentration risk may be heightened to the extent
the Fund invests in securities issued by non-U.S. issuers or other
securities or instruments that have lower trading
volumes. |
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Trading
Risk.
The market prices of shares are expected to fluctuate, in some cases
materially, in response to changes in the Fund’s NAV,
the intra-day value of the Fund’s holdings, and supply and demand for
shares. The Adviser and/or Sub-Adviser cannot predict
whether shares will trade above, below or at their NAV. Disruptions to
creations and redemptions, the existence of significant
market volatility or potential lack of an active trading market for the
shares (including through a trading halt), as well as
other factors, may result in the shares trading significantly above (at a
premium) or below (at a discount) to NAV or to the intraday
value of the Fund’s holdings. You may pay significantly more or receive
significantly less than the Fund’s NAV per share during
periods when there is a significant premium or discount. Buying or selling
shares in the secondary market may require paying
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 when seeking to
buy or sell relatively small amounts of shares. In addition,
the market price of shares, like the price of any exchange-traded
security, includes a “bid-ask spread” charged by the market
makers or other participants that trade the particular security. The
spread of the Fund’s shares varies over time based on the
Fund’s trading volume and market liquidity and may increase if the Fund’s
trading volume, the spread of the Fund’s underlying
securities, or market liquidity
decrease. |
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Active
Management Risk.
In pursuing the Fund’s investment objective, the Adviser and/or Parametric
Portfolio Associates LLC (the
“Sub-Adviser”) has considerable leeway in deciding which investments to
buy, hold or sell on a day-to-day basis, and which trading
strategies to use. For example, the Adviser or Sub-Adviser, in its
discretion, may determine to use some permitted trading strategies
while not using others. The success or failure of such decisions will
affect the Fund’s performance. The Equity
Portfolio’s
investment returns may not match or correlate to those of the Equity
Portfolio Index, either on a daily or aggregate basis.
Differences in the investment returns of the Equity Portfolio and the
Equity Portfolio Index may occur because of, among other
things, regulatory restrictions or efforts to avoid being subject to the
“straddle rules” under federal income tax law. The Sub-Adviser
uses proprietary investment techniques and analyses in making investment
decisions for the Fund, seeking to achieve its investment
objective while minimizing exposure to security-specific risk. The
strategy seeks to take advantage of certain quantitative
and behavioral market characteristics identified by the Sub-Adviser,
utilizing a rules-based process and systematic rebalancing.
A systematic investment process is dependent on the Sub-Adviser’s skill in
developing and maintaining that process. The
Fund’s strategy has not been independently tested or validated, and there
can be no assurance that it will achieve the desired results. |
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Market
and Geopolitical Risk.
The value of your investment in the Fund is based on the values of the
Fund’s investments, which change
due to economic, geopolitical and other events that affect the U.S. and
global markets generally, as well as those that affect or
are perceived or expected to affect particular regions, countries,
industries, companies, issuers, sectors, asset classes or governments.
These types of events may be sudden and unexpected, and could adversely
affect the value (or income generated by) and
liquidity of the Fund’s investments, which may in turn impact the Fund’s
ability to sell securities and/or its ability to meet redemptions.
The risks associated with these developments may be magnified if certain
social, political, economic and other conditions
and events (such as war, natural disasters or events, epidemics and
pandemics, terrorism, conflicts, social unrest, recessions,
inflation, interest rate changes, supply chain disruptions and the threat
or actual imposition of tariffs, trade barriers and other
protectionist or retaliatory measures) adversely interrupt or otherwise
affect the global economy and financial markets. It is
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Parametric | Fund
Summary
Parametric
Hedged Equity ETF (Con’t)
|
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difficult
to predict when events affecting the U.S. or global financial markets or
economies may occur, the effects that such events may
have and the duration of those effects (which may last for extended
periods). These types of events may negatively impact broad
segments of businesses and populations and have a significant and rapid
negative impact on the performance or value of the Fund’s
investments, adversely affect and increase the volatility of the Fund’s
share price and exacerbate pre-existing risks to the Fund.
The frequency and magnitude of resulting changes in the value of the
Fund’s investments cannot be
predicted. |
Please
see “Additional Information About Fund Investment Strategies and Related Risks”
in the Fund’s prospectus for a more detailed
description of risks of investing in the Fund. Shares
of the Fund are not bank deposits and are not guaranteed or insured by
the
Federal Deposit Insurance Corporation or any other government
agency.
Performance
Information
The
bar chart and table below provide some indication of the risks of investing in
the Fund by showing changes in the Fund’s performance
from year-to-year and by showing how the Fund’s average annual returns for the
past one year period and since inception
compare with those of a broad measure of market performance.
The
Fund’s past performance, before and after taxes, is not necessarily
an indication of how the Fund will perform in the
future.
Updated performance information is available online at www.eatonvance.com
or by calling toll-free 800-836-2414.
Annual
Total Returns—Calendar Years
During
the periods shown in the bar chart above:
|
|
| |
|
High
Quarter |
06/30/25
|
7.36% |
|
Low
Quarter |
03/31/25
|
-2.37% |
Average
Annual Total Returns
(for
the calendar periods ended December 31, 2025)
| 1 |
These
returns do not reflect any tax consequences from a sale of your shares at
the end of each
period. |
| 2 |
The
Standard & Poor’s 500® Index (S&P 500® Index) measures the
performance of the large cap segment of the U.S. equities market, covering
approximately
80% of the U.S. equities market. The Index includes 500 leading companies
in leading industries of the U.S. economy. It is not possible to
invest
directly in an index. |
| 3 |
Since
Inception reflects the inception date of the Fund (commenced operations on
10/16/23). |
The
after-tax returns shown in the table above are calculated using the historical
highest individual federal marginal income tax rates during
the period shown and do not reflect the impact of state and local taxes.
Actual
after-tax returns depend on an investor’s tax situation
and may differ from those shown, and after-tax returns are not relevant to
investors who hold their Fund shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts (“IRAs”).
After-tax
returns may be higher than before-tax
returns due to foreign tax credits and/or an assumed benefit from capital losses
that would have been realized had Fund shares
been sold at the end of the relevant periods, as
applicable.
Parametric | Fund
Summary
Parametric
Hedged Equity ETF (Con’t)
Fund
Management
Adviser.
Morgan Stanley Investment Management Inc.
Sub-Adviser.
Parametric Portfolio Associates LLC
Portfolio
Managers.
Information about the individuals jointly and primarily responsible for the
day-to-day management of the Fund is
shown below:
|
|
| |
|
Name |
Title
with Adviser or Sub-Adviser |
Date
Began Managing Fund |
|
Alex
Zweber, CFA, CAIA |
Managing
Director of the Sub-Adviser |
Since
Inception |
|
Michael
Zaslavsky, CFA, CAIA |
Senior
Investment Strategist of the Sub-Adviser |
Since
Inception |
|
Larry
Berman |
Managing
Director of the Sub-Adviser |
Since
Inception |
|
Jennifer
Mihara |
Managing
Director of the Sub-Adviser |
July
2024 |
|
Perry
Li, CFA, FRM |
Senior
Investment Strategist of the Sub-Adviser |
January
2025 |
|
Gordon
Wotherspoon |
Managing
Director of the Sub-Adviser |
April
2025 |
Purchase
and Sale of Fund Shares
Individual
shares of the Fund may only be purchased and sold in secondary market
transactions through a broker or dealer at market price.
Because shares trade at market prices, rather than NAV, shares of the Fund may
trade at a price greater than NAV (i.e., a premium)
or less than NAV (i.e., a discount).
You
may incur costs attributable to the difference between the highest price a buyer
is willing to pay for shares (bid) and the lowest price
a seller is willing to accept for shares (ask) (the “bid-ask spread”) when
buying or selling shares in the secondary market.
Recent
information, including information about the Fund’s NAV, market price, premiums
and discounts, and bid-ask spreads is
available
on the Fund’s website at www.eatonvance.com.
Tax
Information
The
Fund intends to make dividends and distributions that may be taxed as ordinary
income or capital gains, unless you are investing through
a tax-deferred arrangement, such as a 401(k) plan or an individual retirement
account.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase shares of the Fund through a broker-dealer or a
financial
intermediary (such as a bank), the Adviser and/or Foreside Fund
Services, LLC (the “Distributor”) may pay the financial intermediary for the
sale of Fund shares and related services. These payments,
which may be significant in amount, may create a conflict of interest by
influencing the financial intermediary and your salesperson
to recommend the Fund over another investment. Ask your salesperson or visit
your financial intermediary’s website for more
information.
Parametric | Details
of the Fund
Parametric
Hedged Equity ETF
Investment
Objective
The
Fund seeks to provide capital appreciation while limiting losses
experienced by investors (before fees, expenses, and taxes) through
the incorporation of an option overlay hedge strategy.
The
Fund’s investment objective may be changed by the Trust’s Board of Trustees
without shareholder approval, but no change is anticipated.
If the Fund’s investment objective changes, the Fund will notify shareholders
and shareholders should consider whether the
Fund remains an appropriate investment in light of the change.
Approach
The
Fund seeks to provide capital appreciation by investing its net assets in equity
securities of certain U.S. large capitalization companies
(the “Equity Portfolio”) that are constituents of the Solactive GBS US 500 (the
“Equity Portfolio Index”) at the time of purchase.
Under
normal circumstances, the Fund will invest at least 80% of its net assets (plus
any borrowings for investment purposes) in equity
securities. This policy may be changed without shareholder approval; however,
shareholders would be notified upon 60 days’ notice
in writing of any changes.
The
Fund also pursues an option overlay hedging strategy that seeks to mitigate
losses experienced by investors while foregoing some upside
potential. In pursuing this strategy, the Fund will purchase and sell
exchange-traded put options and sell exchange-traded call options,
utilizing options based on the S&P 500® Index (“Underlying Index”). The
combination of the Equity Portfolio and the Option
Portfolio (defined below) hedging strategy is intended to provide the Fund with
a significant portion of returns associated with
the Equity Portfolio Index, while exposing the Fund to less risk of loss than an
investment in the constituents of the Equity Portfolio
Index.
Process
Equity
securities generally represent an ownership interest in an issuer, or may be
convertible into or represent a right to acquire an ownership
interest in an issuer. With respect to the Fund’s Equity Portfolio, the Fund
invests primarily in common stock. The Fund’s
performance will largely depend on the performance of the Equity Portfolio. The
Equity Portfolio Index seeks to provide the returns
of the 500 largest U.S. companies, as measured by market capitalization. The
Equity Portfolio Index is comprised of the common
stock of 500 U.S. companies ranked by total market capitalization in descending
order. The constituents of the Equity Portfolio
Index are weighted according to the securities’ free float market
capitalization. The Equity Portfolio Index is rebalanced and reconstituted
quarterly.
In
constructing the Equity Portfolio, the Fund seeks to provide investment returns
that are substantially similar to the Equity Portfolio
Index while limiting the overlap between its investments that reflect
constituents of the Equity Portfolio and the underlying constituents
of the options in which the Fund invests (the “Options Portfolio”, as described
in more detail below) to less than 70% on
an ongoing basis in an effort to avoid being subject to the “straddle rules”
under federal income tax law (see “Tax Risk” below). The
Equity Portfolio weightings are determined via an optimization process intended
to provide return and risk characteristics that closely
track those of the Equity Portfolio Index across key fundamental attributes such
as value, growth, size, volatility, and momentum
in addition to categorical attributes such as sector and industry. Through this
optimization of holdings representing constituents
of the Equity Portfolio Index, the Equity Portfolio is not expected to hold each
of the constituents of the Equity Portfolio
Index and the Fund’s investments that reflect constituents of the Equity
Portfolio may be overweight or underweight as compared
to the Equity Portfolio Index’s weighting.
The
Fund expects that dividends received from its investment in equity securities
that comprise the Equity Portfolio Index will be distributed
to shareholders on a quarterly basis.
The
Fund may incorporate tax loss harvesting within the Equity Portfolio to maximize
realization of losses. Realized losses in the Equity
Portfolio may be used to offset realized gains in the Options Portfolio and
Equity Portfolio. The Fund does not expect to invest
in derivatives in connection with the Equity Portfolio.
An
options contract is an agreement between a buyer and seller that gives the
purchaser of the option the right to buy (in the case of a call
option), or to sell (in the case of a put option), a particular asset at an
agreed upon price (commonly known as the “strike price”) at
a specified future date.
The
options overlay hedging strategy is constructed by buying a put option at a
higher strike price (approximately 10% below the current
price of the Underlying Index) while writing a put option at a relatively lower
strike price (approximately 30% below the current
price of the Underlying Index) and simultaneously selling a call option that
substantially offsets the cost of the put option spread.
This combined structure is known as a “put spread collar” strategy. While the
put spread collar structure will have approximately
zero net premium at its initiation, subsequent changes in the price of the
Underlying Index, as well as other factors
Parametric | Details
of the Fund
Parametric
Hedged Equity ETF (Con’t)
described
below, will affect its ongoing (net market) value as well as each existing
option’s moneyness (where moneyness refers to an option’s
strike price divided by the current price of the Underlying Index, as a
percentage).
The
strategy is intended to provide the Fund with downside protection against
general market movements, while foregoing some upside
potential. Specifically, a put option spread seeks to protect the Fund against a
decline in price, but only to the extent of the difference
between the strike prices of the put option purchased and the put option sold.
Entering into put option spreads is typically less
expensive than a strategy of only purchasing put options and may benefit the
Fund in a flat to upwardly moving market by reducing
the cost of the downside protection; the downside protection of the put option
spread, however, is limited as compared to just
owning a put option. The premiums received from writing call options are
intended to provide income which substantially offsets
the cost of the put option spread, but writing the call options also reduces the
Fund’s ability to profit from increases in the value
of its Equity Portfolio beyond the strike price of the call option
sold.
In
implementing the option overlay hedging strategy, the Fund seeks to provide
“laddered” hedge exposure. Laddering is an investment
technique designed to diversify hedges and avoid the risk of reinvesting a large
portion of assets in an unfavorable market environment
and to create more opportunities to roll hedges (i.e., one option position
expires and a new option position is opened in the
same underlying security) and secure gains during extended periods of
market appreciation. To implement this technique, the Fund
holds options for multiple one-year periods (each, a hedge period) staggered
three-months apart with the goal of mitigating potential
risks associated with only one hedge period. The Fund will seek to ladder its
option hedges such that one structure expires and
is rolled out another year at the end of each calendar quarter. Accordingly,
each option hedge structure (i.e., put spread collar) will
notionally cover approximately 25% of the Fund’s exposure to the Equity
Portfolio. Upon expiry, each option hedge structure will
be rolled out to the same month-end in the next calendar year. Laddering of
hedge exposure results in downside protection and upside
capture potential that is less explicit on any particular date than for hedges
with a single hedge structure. The Fund may rebalance
quarterly in alignment with the expiration of the option positions underlying
the option hedge structure.
The
value of the options in which the Fund invests is affected by changes in the
value and dividend rates of the securities that comprise
the Underlying Index (a large-cap, market-weighted, U.S. equities index),
changes in interest rates, changes in the actual or perceived
volatility of the Underlying Index, and the remaining time to the options’
expiration, as well as trading conditions in the options
market and other market factors.
Unless
otherwise required, the Fund may change its principal investment strategies at
any time without shareholder approval; however,
you would be notified of any changes as required by applicable
law.
Parametric
|
Additional
Information About Fund Investment Strategies and Related Risks
Additional
Information About Fund Investment Strategies and Related
Risks
|
|
| |
|
This
section discusses additional information relating to Fund investment
strategies, other types of investments that the Fund may
make and related risk factors. In addition, references to the
“Adviser” under “Additional Information About Fund Investment
Strategies and Related Risks” refer to the Adviser and/or Sub-Adviser.
Fund investment practices and limitations are
described in more detail in the Statement of Additional Information
(“SAI”), which is incorporated by reference and legally
is a part of this Prospectus. For details on how to obtain a copy of the
SAI and other reports and information, see the back
cover of this Prospectus. |
Economies
and financial markets worldwide have experienced periods of increased
volatility, uncertainty, distress, government spending,
inflation and disruption to consumer demand, economic output and supply chains.
To the extent these conditions exist or continue,
the risks associated with an investment in the Fund, including those described
below, could be heightened and the Fund’s investments
(and thus a shareholder’s investment in the Fund) may be particularly
susceptible to sudden and substantial losses, reduced
yield or income or other adverse developments. The occurrence, duration and
extent of these or other types of adverse economic
and market conditions and uncertainty over the long term cannot be reasonably
projected or estimated at this time.
The
Fund may be more significantly affected by purchases and redemptions of its
Creation Units (as defined below) than a fund with relatively
greater assets under management would be affected by purchases and redemptions
of its shares. As compared to a larger fund,
the Fund is more likely to sell a comparatively large portion of its portfolio
to meet significant Creation Unit redemptions or invest
a comparatively large amount of cash to facilitate Creation Unit purchases, in
each case when the Fund otherwise would not seek
to do so. Such transactions may cause the Fund to make investment decisions at
inopportune times or prices or miss attractive investment
opportunities. Such transactions may also accelerate the realization of taxable
income if sales of securities resulted in gains and
the Fund redeems Creation Units for cash, or otherwise cause the Fund to perform
differently than intended. While such risks may
apply to funds of any size, such risks are heightened in funds with fewer assets
under management.
In
pursuing the Fund’s investment objective, the Adviser has considerable leeway in
deciding which investments it buys, holds or sells on
a day-to-day basis and which trading strategies it uses. For example, the
Adviser in its discretion may determine to use some permitted
trading strategies while not using others.
The
percentage limitations (including the Fund’s 80% policy, if any) relating to the
composition of the Fund’s portfolio apply at the time
the Fund acquires an investment. Unless otherwise required by the 1940 Act or
rule thereunder, subsequent percentage changes that
result from market fluctuations generally will not require the Fund to sell any
portfolio security.
However,
the Fund may be required to reduce its borrowings, if any, in response to
fluctuations in the value of such holdings.
Equity
Securities
Equity
securities may include common and preferred stocks, convertible securities and
equity-linked securities, rights and warrants to purchase
common stocks, depositary receipts, shares of investment companies, limited
partnership interests and other specialty securities
having equity features. Many factors affect the value of equity securities,
including earnings, earnings forecasts, corporate events
and factors impacting the issuer’s financial
condition, sector, industry
and the market generally,
such as labor shortages or an increase
in production costs and competitive conditions within an industry. The value of
the equity securities held by the Fund may fluctuate
rapidly and unpredictably, and these fluctuations may be frequent and
significant. In addition, the Fund cannot accurately predict
the income it might receive from equity securities because issuers generally
have discretion as to the payment of dividends or distributions,
and the common stock of an issuer in the Fund’s portfolio may decline in price
if, for example, the issuer fails to make anticipated
dividend payments because of a decline in the issuer’s financial condition. The
Fund may
invest in equity securities that are
publicly traded on securities exchanges or over-the-counter (“OTC”) or in equity
securities that are not publicly traded. Equity
securities
are subject to the risk that stock prices in general (or in particular, the
prices of the types of securities in which the Fund invests)
may decline over short or extended periods of time. Equity securities
that
are not publicly traded may be more difficult to value
or sell and their value may fluctuate more dramatically than publicly
traded equity securities. Convertible securities are subject to
many of the risks associated with both
fixed-income securities
and equity securities.
The
value of equity securities and related instruments decline
in response to perceived
or actual adverse
changes in the economy,
economic
outlook
or the financial
markets;
deterioration in investor sentiment; inflation,
interest
rate, currency, and commodity price
fluctuations; adverse geopolitical, social or environmental developments;
issuer- and sector-specific considerations; unexpected trading
activity among retail investors; and other factors. Market conditions
affect
certain types of equity
securities
to a greater extent than
other types of equity
securities. In addition, holders of an issuer’s common stock may be subject to
greater risks than holders of its
preferred stock and debt securities because common stockholders’ claims are
subordinated to those of holders of preferred stocks and
debt securities upon the bankruptcy of an issuer.
If the stock market declines, the value of the
Fund’s equity securities
will also likely
decline,
which will result in a decrease in the value of your investment in the
Fund.
Although stock prices can rebound, there is no
assurance that values of
the Fund’s equity securities will
return to previous levels.
Parametric
|
Additional
Information About Fund Investment Strategies and Related Risks
Additional
Information About Fund Investment Strategies and Related Risks (Con’t)
U.S.
and foreign stock markets, and equity securities of individual issuers, have
experienced periods of substantial price volatility in the
past and it is possible that they will do so again in the future. During
periods when equity securities experience heightened volatility,
such as during periods of market, economic or financial uncertainty or distress,
the Fund’s investments in equity securities are
subject to heightened risks.
In addition, the price of equity securities of an issuer may be particularly
sensitive to general movements
in the stock market and a drop in the stock market may depress the price of most
or all of the common stocks and other equity
securities held by the Fund.
Clearing
Member
Risk
Transactions
in some types of derivatives are required to be centrally cleared (“cleared
derivatives”). In a transaction involving cleared derivatives,
the Fund’s counterparty is a clearing house, such as the OCC, rather than a bank
or broker. Since the Fund is not a member
of clearing houses and only members of a clearing house (“clearing members”) can
participate directly in the clearing house, the
Fund will hold cleared derivatives through accounts at clearing members. In
cleared derivatives positions, the Fund will make payments
to and receive payments from a clearing house through their accounts at clearing
members. The Fund is also subject to the risk
that a limited number of clearing members are willing to transact on the Fund’s
behalf, which heightens the risks associated with a
clearing member’s default. If a clearing member defaults, the Fund could lose
some or all of the benefits of a transaction entered into
by the Fund with the clearing member. The loss of a clearing member for the Fund
to transact with could result in increased transaction
costs and other operational issues that could impede the Fund’s ability to
implement its investment strategy. If the Fund cannot
find a clearing member to transact with on the Fund’s behalf, the Fund may be
unable to effectively implement its investment strategy.
Counterparty Risk
A
financial institution or other counterparty with whom the Fund does business
(such as trading, securities lending or as a derivatives counterparty),
or that underwrites, distributes or guarantees any instruments that the Fund
owns or is otherwise exposed to, may decline
in financial condition and become unable to honor its commitments. This could
cause the value of Fund shares to decline or could
delay the return or delivery of collateral or other assets to the Fund.
Counterparty risk is increased for contracts with longer maturities.
Underlying
Index
Risk
The
Fund invests in options and
futures that
derive their value from the Underlying Index, and therefore, in addition to the
performance
of the Equity Portfolio, the Fund’s investment performance at least partially
depends on the investment performance of the
Underlying Index. The value of the Underlying Index
will fluctuate over time based on fluctuations in the values of the securities
that
comprise the Underlying Index, which may be affected by changes in general
economic conditions, expectations for future growth
and profits, interest rates and the supply and demand for those
securities.
Correlation
Risk
As
an option approaches its expiration date, its value typically will increasingly
move with the value of the Underlying Index. However,
the value of the options may vary prior to the expiration date because of
related factors other than the value of the Underlying
Index. The value of the options will be determined based upon market quotations
or using other recognized pricing methods.
Factors that may influence the value of the options include interest rate
changes and implied volatility levels of the Underlying
Index, among others. The value of the options held by the Fund typically do not
increase or decrease at the same level as the
Underlying Index’s share price on a day-to-day basis due to these factors
(although they generally move in the same direction). Errors
in the construction or calculation of the Underlying Index may occur from time
to time and may not be identified and corrected
for some period of time, which may have an adverse impact on the Underlying
Index and thus the Fund.
Investment
Objective
There
is no guarantee that the Fund will be successful in its attempt to achieve its
investment objective and/or its strategy to seek to provide
protection against losses. Certain circumstances under which the Fund might not
achieve its objective include, but are not limited
to: (i) if the Fund disposes of options; (ii) if the Fund is unable to maintain
the proportional relationship based on the number
of options in the Fund’s portfolio; (iii) significant accrual of Fund expenses
in connection with effecting the Fund’s investment
strategy; (iv) losses resulting from the Fund’s investment strategy; (v) adverse
tax law changes affecting the treatment of options
or (vi) when there are significant differences in the returns of the Equity
Portfolio and the returns of the Underlying Index. In
addition, the Fund’s option overlay hedging strategy may not provide protection
against losses, especially in rising equity markets when
the Fund would be expected to underperform such equity markets. The Fund’s
option overlay hedging strategy is not expected to
provide protection against losses during periods with low volatility in equity
markets when the Fund would be expected to perform similarly
with equity markets.
Liquidity
The
Fund may make investments that are illiquid or restricted or that may become
illiquid or less liquid in response to, among other developments,
overall economic conditions or adverse investor perceptions, and which may
entail greater risk than investments in other
types of securities. Liquidity
risk may be magnified in a market where credit spread and interest rate
volatility is rising and where
investor redemptions from fixed-income funds may be higher than
normal.
These investments may be more difficult to value
Parametric
|
Additional
Information About Fund Investment Strategies and Related Risks
Additional
Information About Fund Investment Strategies and Related Risks (Con’t)
or
sell, particularly in times of market turmoil, and there may be little trading
in the secondary market available for particular securities.
If the Fund is forced to sell an illiquid or restricted security to fund
redemptions or for other cash needs, it may be forced to
sell the security at a loss or for less than its fair value and may be unable to
sell the security at all.
Market
and Geopolitical Risk
The
value of your investment in the Fund is based on the values of the Fund’s
investments, which change due to economic and other events
that affect the U.S. and global markets generally, as well as those that affect
or are perceived or expected to affect particular regions,
countries, industries, companies, issuers, sectors, asset classes or
governments. Price movements, sometimes called volatility, may
be greater or less depending on the types of securities the Fund owns and the
markets in which the securities trade. Volatility associated
with reduced market liquidity and fair valuation, and adversely affect the
Fund’s operations. For example, the Adviser potentially
will be prevented from executing investment decisions at an advantageous time or
price as a result of any domestic or global
market disruptions, and reduced market liquidity may impact the Fund’s ability
to sell securities to meet redemptions (i.e., increase
the risk that the Fund will not be able to pay redemption proceeds within the
allowable time period). In addition, no active trading
market may exist for certain investments held by the Fund, which may impair the
ability of the Fund to sell or to realize the current
valuation of such investments in the event of the need or decision to liquidate
such assets.
The
increasing interconnectivity between global economies and markets
increases the likelihood that events or conditions in one region
or market, or with respect to one company, may adversely impact other companies
and other issuers, including those in a different
country, region, sector, industry or market. For example, adverse developments
in the banking or financial services sector could
impact companies operating in various sectors or industries and adversely impact
the Fund’s investments. Securities in the Fund’s
portfolio may underperform or otherwise be adversely affected due to inflation
(or expectations for inflation), deflation (or expectations
for deflation), interest rates (or changes in interest rates), global demand for
particular products or resources, market or financial
system instability or uncertainty, embargoes, the threat and/or actual
imposition of tariffs, sanctions and other trade barriers,
natural disasters and extreme weather events, health emergencies (such as
epidemics and pandemics), terrorism, regulatory events
and governmental or quasi-governmental actions. The occurrence of global events,
such as terrorist attacks, natural disasters, health
emergencies, social and political (including geopolitical) discord and tensions
or debt crises and downgrades, among others, may
result in increased market volatility and may have long term effects on both the
U.S. and global financial markets. Inflation rates may
change frequently and significantly because of various factors, including
unexpected shifts in the domestic or global economy and
changes in monetary or economic policies (or expectations that these policies
may change). Changes in inflation rates or expected inflation
rates may adversely affect market and economic conditions, an issuer’s financial
condition, the Fund’s investments and an investment
in the Fund. Other financial, economic and other global market and social
developments or disruptions may result in similar
adverse circumstances, and it is difficult to predict when similar events
affecting the U.S. or global financial markets or economies
may occur, the effects that such events may have and the duration of those
effects (which may last for extended periods). In
general, the securities or other instruments that the Adviser believes represent
an attractive investment opportunity or in which the Fund
seeks to invest may be unavailable entirely or in the specific quantities sought
by the Fund. As a result, the Fund may need to obtain
the desired exposure through a less advantageous investment, forgo the
investment at the time or seek to replicate the desired exposure
through a derivative transaction or investment in another investment vehicle.
Any such event(s) could have a significant adverse
impact on the value and risk profile of the Fund’s portfolio. There is a risk
that you may lose money by investing in the Fund.
Social,
political, economic and other conditions and events, such as war, natural
disasters, health emergencies (e.g., epidemics and pandemics),
terrorism, conflicts, social unrest, recessions, inflation, interest rate
changes, the imposition of tariffs, trade restrictions or similar
actions by the U.S. or foreign governments (or retaliatory measures taken in
response to such actions) and supply chain disruptions
could reduce consumer demand or economic output, result in market closures,
travel restrictions or quarantines, and generally
have a significant impact on economies, financial markets, issuers and the
Adviser’s investment advisory activities and services
of other service providers, which in turn could adversely affect the Fund’s
investments and other operations.
Government
and other public debt, including municipal obligations, can be adversely
affected by changes in local and global economic
conditions, including those that result in increased debt levels. Although high
levels of government and other public debt do
not necessarily indicate or cause economic problems, high levels of debt may
create certain systemic risks if sound debt management
practices are not implemented. A high debt level may increase market pressures
to meet an issuer’s funding needs, which
may increase borrowing costs and cause a government or public or municipal
entity to issue additional debt, thereby increasing the
risk of refinancing. A high debt level also raises concerns that the issuer may
be unable or unwilling to repay the principal or interest
on its debt, which may adversely impact instruments held by the Fund that rely
on such payments.
Governmental
and quasi-governmental responses to certain economic or other conditions may
lead to increasing government and other
public debt, particularly when such responses are unprecedented, which heighten
these risks. Unsustainable debt levels can lead to
declines in the value of currency, and can prevent a government from
implementing effective counter-cyclical fiscal policy during economic
downturns, can generate or contribute to an economic downturn or cause other
adverse economic or market developments,
such as increases in inflation or volatility. Increasing government and other
public debt may adversely affect issuers, obligors,
guarantors or instruments across a variety of asset classes.
Parametric
|
Additional
Information About Fund Investment Strategies and Related Risks
Additional
Information About Fund Investment Strategies and Related Risks (Con’t)
Global
events may negatively impact broad segments of businesses and populations, cause
a significant negative impact on the price and
performance of the Fund’s investments, reduce market liquidity, adversely affect
and increase the volatility of markets and the Fund’s
share price and exacerbate pre-existing political, social, financial and
economic risks to the Fund and cause overall declines in the U.S.
and global markets. The Fund’s operations may be interrupted as a result, which
may contribute to the negative impact on investment
performance. In addition, governments, their regulatory agencies, or
self-regulatory organizations may take actions (including
monetary and/or fiscal actions intended to stimulate or stabilize the global
economy) that affect the instruments in which the
Fund invests, or the issuers of such instruments, in ways that could have a
significant negative impact on the Fund’s investment performance.
Monetary and/or fiscal actions taken by U.S. or foreign governments may not be
effective and could lead to increased market
volatility. In addition, government actions (such as changes to interest rates)
could have unintended economic and market consequences
that adversely affect the Fund’s investments. The frequency and magnitude of
resulting changes in the value of the Fund’s
investments cannot be predicted.
Derivatives
The Fund may,
but is not required to, use derivatives and other similar instruments for
a variety of purposes, including hedging, risk management,
portfolio management or to earn income to seek total return or as a substitute
for the purchase or sale of securities. Derivative
instruments used by the Fund may be counted towards the Fund’s exposure in the
types of securities listed herein to the extent
they have economic characteristics similar to such securities. A derivative is a
financial instrument whose value is based, in part,
on the value of an underlying asset, interest rate, index or financial
instrument. Prevailing interest rates and volatility levels, among
other things, also affect the value of derivative instruments. Derivatives and
other similar instruments that create synthetic exposure
often are subject to risks similar to those of the underlying asset or
instrument and may be subject to additional risks, including
imperfect correlation between the value of the derivative and the underlying
asset, risks of default by the counterparty to certain
transactions, magnification of losses incurred due to changes in the market
value of the securities, instruments, indices or interest
rates to which the derivative instrument relates, risks that the transactions
may not be liquid, risks arising from margin and payment
requirements, risks arising from mispricing or valuation complexity and
operational and legal risks. The use of derivatives involves
risks that are different from, and possibly greater than, the risks associated
with other portfolio investments. Derivatives may involve
the use of highly specialized instruments that require investment techniques and
risk analyses different from those associated with
other portfolio investments.
Certain
derivative transactions may give rise to a form of leverage. Leverage magnifies
the potential for gain and the risk of loss. Leverage
associated with derivative transactions may cause the Fund to liquidate
portfolio positions when it may not be advantageous to
do so, or may cause the Fund to be more volatile than if the Fund had not been
leveraged. Although the Adviser seeks to use derivatives
to further the Fund’s investment objective, there is no assurance that the use
of derivatives will achieve this result.
The
derivative instruments and techniques that the Fund may use
include:
Options. If
the Fund buys an option, it buys a legal contract giving it the right to buy or
sell a specific amount of the underlying instrument
or foreign currency, or futures contract on the underlying instrument or foreign
currency, at an agreed-upon price during a
period of time or on a specified date typically in exchange for a premium paid
by the Fund. If the Fund sells an option, it sells to another
person the right to buy from or sell to the Fund a specific amount of the
underlying instrument, swap, foreign currency, or futures
contract on the underlying instrument or foreign currency, at an agreed-upon
price during a period of time or on a specified date
typically in exchange for a premium received by the Fund. Options, may also be
illiquid and the Fund may have difficulty closing
out its position. A decision as to whether, when and how to use options involves
the exercise of skill and judgment and even a well-conceived
option transaction may be unsuccessful because of market behavior or unexpected
events. The prices of options, can be
highly volatile and the use of options can lower total returns.
Communications
Services Sector Risk
Companies
in the communication services sector comprise companies in the telecommunication
services industry as well as those in the
media and entertainment industry. Companies in the communication services sector
may be affected by risks such as significant competition,
technological obsolescence, engagement and retention of consumers, substantial
capital requirements, government regulation,
varying levels of consumer demand, and cybersecurity concerns.
Companies
in this sector face significant industry competition and a high risk of
technological obsolescence. The investment of capital
to formulate innovative and engaging consumer products and services, market a
company’s products and services, and impede the
risk of obsolescence, may be costly and does not guarantee that the company will
successfully address these risks. Companies in the
communication services sector may encounter distressed cash flows due to the
need to commit substantial capital to meet increasing
competition, particularly in developing new products and services using new
technology.
In
addition, the engagement and retention of consumers is unpredictable as a result
of varying levels of consumer demand. The fluctuation
of consumer demand may be even more difficult to manage if companies operate in
more than one country.
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Companies
in the communication services sector are often subject to extensive government
regulation. The costs of complying with governmental
regulations, delays or failure to receive required regulatory approvals, or the
enactment of new regulatory requirements may
negatively affect profits. Government actions around the world, specifically in
the area of pre-marketing clearance of products and
prices and patent and copyright protections, may be unpredictable.
In
addition, companies may be susceptible to network and cybersecurity breaches
resulting in potential theft of proprietary or consumer
information and/or disruptions in service, which could have material adverse
effect on their profitability and reputation.
Exchange-Traded
Funds
The
Fund may invest in exchange-traded funds (“ETFs”),
which may be managed by the Adviser or its affiliates.
ETFs seek to track the
performance of various portions or segments of the equity and fixed-income
markets. Shares of ETFs have many of the same risks as
direct investments in common stocks or bonds. In addition, the market value of
ETF shares may differ from their NAV because the
supply and demand in the market for ETF shares at any point in time is not
always identical to the supply and demand in the market
for the underlying securities. Also, ETFs that track particular indices
typically will be unable to match the performance of the index
exactly due to, among other things, the ETF’s operating expenses and transaction
costs. ETFs typically incur fees that are separate
from those fees incurred directly by the Fund. Therefore, as a shareholder in an
ETF, the Fund would bear its ratable share of
that entity’s expenses. At the same time, the Fund would continue to pay its own
investment management fees and other expenses. As
a result, shareholders will directly bear the expenses of their investment in
the Fund and indirectly bear the expenses of the Fund’s investments
in ETFs with respect to investments in ETFs. The Fund and its shareholders
will be subject to the risks of the purchased investment
company and its portfolio of securities.
Large
Transactions Risk
The
Fund may experience adverse effects when large shareholders, or a number of
shareholders collectively, purchase or redeem large amounts
of shares of the Fund (“large shareholder transactions”). In addition, a third
party investor, the Adviser, or an affiliate of the Adviser,
an authorized participant, a lead market maker, or another entity (i.e., a seed
investor) may invest in the Fund and hold its investment
solely to facilitate commencement of the Fund or to facilitate the Fund’s
achieving a specified size or scale. Any such investment
may be held for a limited period of time. There can be no assurance that any
large shareholder would not redeem its investment,
that the size of the Fund would be maintained at such levels or that the Fund
would continue to meet applicable listing requirements.
Such larger than normal redemptions may cause the Fund to sell portfolio
securities at times when it would not otherwise
do so, which may negatively impact the Fund’s NAV and liquidity. Similarly,
large Fund share purchases may adversely affect
the Fund’s performance to the extent that the Fund is delayed in investing new
cash and is required to maintain a larger cash position
than it ordinarily would. These transactions may also result in taxable income
and/or gains for the Fund, which may increase taxable
distributions to shareholders, and may also increase transaction costs. The
effects of taxable income and/or gains resulting from
large shareholder transactions would particularly impact non-redeeming
shareholders who do not hold their Fund shares through
a tax deferred retirement account, such as a 401(k) plan or IRA. To the extent
that such transactions result in short-term capital
gains, such gains when distributed by the Fund will generally be taxed at the
ordinary income tax rate for individual shareholders
who hold Fund shares in a taxable account. In addition, a large redemption could
result in the Fund’s current expenses being
allocated over a smaller asset base, leading to an increase in the Fund’s
expense ratio. A number of circumstances may cause the Fund
to experience large redemptions, including, but not limited to, the occurrence
of significant events affecting investor demand for
securities or asset classes in which the Fund invests; changes in the
eligibility criteria for the Fund; liquidation, reorganization, repositioning,
or other announced Fund event; or changes in investment objectives, strategies,
policies, risks, or investment personnel.
Although large shareholder transactions may be more frequent under certain
circumstances, the Fund is generally subject to
the risk that shareholders can purchase or redeem a significant percentage of
Fund shares at any time. In addition, large shareholder
transactions may account for a large percentage of the trading volume on NYSE
Arca and may, therefore, have a material upward
or downward effect on the market price of the shares.
ETF
Structure Risks
Authorized
Participant Concentration Risk
Only
an authorized participant may engage in creation or redemption transactions
directly with the Fund. The Fund has a limited number
of intermediaries that act as authorized participants and none of these
authorized participants is or will be obligated to engage
in creation or redemption transactions. There can be no assurance that an active
trading market for the Fund’s shares will develop
or be maintained. To the extent that these intermediaries exit the business or
are unable to or choose not to proceed with creation
and/or redemption orders with respect to the Fund, such as during periods of
market stress, and no other authorized participant
creates or redeems, shares may trade at a discount to net asset value (“NAV”)
per
share and
possibly face trading halts and/or
delisting. Authorized
participant concentration risk may be heightened to the extent the Fund invests
in securities issued by non-U.S.
issuers or other securities or instruments that have lower trading
volumes.
Trading
Risk
Shares
are listed for trading on NYSE Arca and are bought and sold in the secondary
market at market prices. The market prices of shares
are expected to fluctuate, in some cases materially, in response to changes in
the Fund’s NAV, the intra-day value of the Fund’s holdings,
and supply and demand for shares. The Adviser cannot predict whether shares will
trade above, below or at their NAV.
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Disruptions
to creations and redemptions, the existence of significant market volatility or
potential lack of an active trading market for
the shares (including through a trading halt), as well as other factors, may
result in the shares trading significantly above (at a premium)
or below (at a discount) to NAV or to the intraday value of the Fund’s holdings.
You may pay significantly more or receive significantly
less than the Fund’s NAV per share during periods when there is a significant
premium or discount. During such periods,
you may incur significant losses if you sell your shares.
Buying
or selling shares in the secondary market may require paying 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 when seeking to
buy or sell relatively small amounts of shares. In addition, the market price of
shares, like the price of any exchange-traded security, includes
a “bid-ask spread” charged by the market makers or other participants that trade
the particular security. The spread of the Fund’s
shares varies over time based on the Fund’s trading volume and market liquidity
and may increase if the Fund’s trading volume,
the spread of the Fund’s underlying securities, or market liquidity
decrease.
Trading
in shares on NYSE Arca may be halted due to market conditions or for reasons
that, in the view of NYSE Arca, make trading
in shares inadvisable. In addition, trading in shares on NYSE Arca is subject to
trading halts caused by extraordinary market volatility
pursuant to NYSE Arca “circuit breaker” rules. If a trading halt or
unanticipated closing of the exchange occurs, a shareholder
may be unable to purchase or sell shares. There can be no assurance that the
requirements of NYSE Arca necessary
to maintain
the listing of the Fund will continue to be met or will remain
unchanged.
Cybersecurity
Risk
With
the increased use of technologies such as the internet to conduct business, the
Fund, the Adviser, authorized participants, service
providers and the relevant listing exchange, as applicable, are susceptible to
operational, information security and related “cyber”
risks both directly and through the service providers. Similar types of
cybersecurity risks are also present for issuers of securities
in which the Fund invests, which could result in material adverse consequences
for such issuers and may cause the Fund’s investment
in such issuers to lose value. In general, cyber incidents can result from
deliberate attacks or unintentional events. Cyber incidents
include, but are not limited to, gaining unauthorized access to digital systems
(e.g., through “hacking” or malicious software coding)
for purposes of misappropriating assets or sensitive information, corrupting
data, or causing operational disruption. Cyberattacks
may also be carried out in a manner that does not require gaining unauthorized
access, such as causing denial-of-service attacks
on websites (i.e., efforts to make network services unavailable to intended
users). Recently, geopolitical tensions may have increased
the scale and sophistication of deliberate attacks, particularly those from
nation-states or from entities with nation-state backing.
Cybersecurity
failures by, or breaches of, the systems of the Adviser, Distributor and other
service providers (including, but not limited
to, index and benchmark providers, fund accountants, custodians, transfer agents
and administrators), exchanges, market participants,
market makers, authorized participants or the issuers of securities in which the
Fund invests, as applicable, have the ability
to cause disruptions and impact business operations, potentially resulting in:
financial losses, interference with the Fund’s ability
to calculate its NAV, disclosure of confidential trading information,
impediments to trading, submission of erroneous trades or
erroneous creation or redemption orders, the inability of the Fund or its
service providers to transact business, violations of applicable
privacy and other laws, regulatory fines, penalties, reputational damage,
reimbursement or other compensation costs, or additional
compliance costs. In addition, cyberattacks may render records of Fund assets
and transactions, shareholder ownership of Fund
shares, and other data integral to the functioning of the Fund inaccessible,
inaccurate or incomplete. Substantial costs may be incurred
by the Fund in order to resolve or prevent cyber incidents in the future. While
the Fund has established business continuity plans
in the event of, and risk management systems to prevent, such cyber incidents,
there are inherent limitations in such plans and systems,
including the possibility that certain risks have not been identified, that
prevention and remediation efforts will not be successful
or that cyberattacks will go undetected. Furthermore, the Fund cannot control
the cybersecurity plans and systems put in place
by service providers to the Fund, issuers in which the Fund invests, market
makers or authorized participants, as applicable. The
Fund and its shareholders could be negatively impacted as a result.
Active
Management Risk
In
pursuing the Fund’s investment objective, the Adviser and Sub-Adviser have
considerable leeway in deciding which investments to buy,
hold or sell on a day-to-day basis, and which trading strategies to use. For
example, the Adviser and/or Sub-Adviser, in its discretion,
may determine to use some permitted trading strategies while not using others.
The success or failure of such decisions will
affect the Fund’s performance. There is no guarantee that the use of the
Adviser’s investment techniques, and the investments selected
based on such techniques, will perform as expected or produce the desired
results.
In
addition, it is expected that confidential or material non-public information
regarding an investment or potential investment opportunity
may become available to the Adviser and/or Sub-Adviser. If such information
becomes available, the Adviser and/or Sub-Adviser
may be precluded (including by applicable law or internal policies or
procedures) from pursuing an investment or disposition opportunity
with respect to such investment or investment opportunity and the Adviser and/or
Sub-Adviser may be restricted in its ability
to cause the Fund to buy or sell securities of an issuer for substantial periods
of time when the Fund otherwise could realize
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profit
or avoid loss. This may adversely affect the Fund’s flexibility with respect to
buying or selling securities and may impair the Fund’s
liquidity.
The
Sub-Adviser uses proprietary investment techniques and analyses in making
investment decisions for the Fund, seeking to achieve
its investment objective while minimizing exposure to security-specific risk.
The strategy seeks to take advantage of certain quantitative
and behavioral market characteristics identified by the Sub-Adviser, utilizing a
rules-based process and systematic rebalancing.
A systematic investment process is dependent on the Sub-Adviser’s skill in
developing and maintaining that process. The Fund’s
strategy has not been independently tested or validated, and there can be no
assurance that it will achieve the desired results. In
addition, in implementing this rule-based management process, the Fund may not
necessarily sell or otherwise close a position as a result
of fundamental investment analysis or adverse changes in a company’s financial
position or outlook.
Temporary
Investments
Under
adverse or unstable market conditions or abnormal circumstances or when the
Adviser believes that changes in market, economic,
political or other conditions warrant, the Fund may, in the discretion of the
Adviser, take temporary positions that are inconsistent
with the Fund’s principal investment strategies in attempting to respond to such
conditions or circumstances. For example,
the Fund may invest without limit in cash, cash equivalents or other
fixed-income instruments, derivatives, repurchase agreements
or securities of other investment companies, including money market funds, for
temporary purposes. If the Adviser incorrectly
predicts the effects of these changes, such temporary investments may adversely
affect the Fund’s performance and the Fund
may not achieve its investment objective.
Tax
Risk
The
Fund intends to limit the overlap between its stock holdings and the underlying
constituents of the Underlying Index on which the
options in which the Fund invests are based to less than 70% on an ongoing basis
in an effort to avoid being subject to the “straddle
rules” under federal income tax law. In general, investment positions will be
offsetting if there is a substantial diminution in the
risk of loss from holding one position by reason of holding one or more other
positions. The Fund expects that the option contracts
it writes will not be considered straddles because its stock holdings will be
sufficiently dissimilar from the stock holdings of the
Underlying Index under applicable guidance established by the IRS. Under certain
circumstances, however, the Fund may enter into
options transactions or certain other investments that may constitute positions
in a straddle. The straddle rules may affect the character
of gains (or losses) realized by the Fund, and losses realized by the Fund on
positions that are part of a straddle may be deferred
under the straddle rules, rather than being taken into account in calculating
taxable income for the taxable year in which the losses
are realized. In addition, certain carrying charges (including interest expense)
associated with positions in a straddle may be required
to be capitalized rather than deducted currently. Certain elections that the
Fund may make with respect to its straddle positions
may also affect the amount, character and timing of the recognition of gains or
losses from the affected positions and may decrease
the amount of the Fund’s dividends that may be reported as qualified dividend
income. The tax consequences of such straddle
transactions to the Fund are not entirely clear in all situations under
currently available authority. The straddle rules may increase
the amount of short-term capital gain realized by the Fund, which is taxed as
ordinary income when distributed to U.S. shareholders
in a non- liquidating distribution. Because application of the straddle rules
may affect the character of gains or losses, defer
losses and/or accelerate the recognition of gains or losses from the affected
straddle positions, the amount which must be distributed
to U.S. shareholders as ordinary income may be increased or decreased
substantially as compared to a fund that did not engage
in such transactions.
Securities
Lending
The
Fund may lend its portfolio securities to broker-dealers and other institutional
borrowers. During the existence of a loan, the Fund
will continue to receive the equivalent of the interest paid by the issuer on
the securities loaned, or all or a portion of the interest
on investment of the collateral, if any. The Fund may pay lending fees to such
borrowers. Loans will only be made to firms that
have been approved by the Adviser, and the Adviser or the securities lending
agent will periodically monitor the financial condition
of such firms while such loans are outstanding. Securities loans will only be
made when the Adviser believes that the expected
returns, net of expenses, justify the attendant risks. Securities loans
currently are required to be secured continuously by collateral
in cash, cash equivalents (such as money market instruments) or other liquid
securities held by the custodian and maintained
in an amount at least equal to the market value of the securities loaned. The
Fund may engage in securities lending to seek
to generate income. Upon return of the loaned securities, the Fund would be
required to return the related collateral to the borrower
and may be required to liquidate portfolio securities in order to do so. The
Fund may lend up to one-third of the value of its
total assets or such other amount as may be permitted by law. In addition,
voting rights may pass with the loaned securities, but the
Fund will retain the right to call any security in anticipation of a vote that
the Adviser deems material to the security on loan.
As
with other extensions of credit, there are risks of delay in recovery or even
loss of rights in the securities loaned if the borrower of the
securities fails financially. To the extent that the portfolio securities
acquired with such collateral have decreased in value, it may result
in the Fund realizing a loss at a time when it would not otherwise do so. As
such, securities lending may introduce leverage into the
Fund. The Fund also may incur losses if the returns on securities that it
acquires with cash collateral are less than the applicable rebate
rates paid to borrowers and related administrative costs.
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Option
Writing Risk
There
are several risks associated with transactions in options on an underlying
security or instrument used in connection with the Fund’s
option writing strategy. There are significant differences between the
securities and options markets that could result in an imperfect
correlation between these markets, causing a given transaction not to achieve
its objectives. A decision as to whether, when and
how to use options involves the exercise of skill and judgment, and even a
well-conceived transaction may be unsuccessful to some
degree because of market behavior or unexpected events.
Writing
call options involves the risk that the Fund may be required to sell the
underlying security or instrument (or settle in cash an amount
of equal value) at a disadvantageous price or below the market price of such
underlying security or instrument, at the time the
option is exercised. As the writer of a call option, the Fund forgoes, during
the option’s life, the opportunity to profit from increases
in the market value of the underlying security or instrument covering the option
above the sum of the premium and the exercise
price but retains the risk of loss should the price of the underlying security
or instrument decline. Additionally, the Fund’s call
option writing strategy may not fully protect it against declines in the value
of the market.
During
periods in which equity markets are generally unchanged or falling, or in a
modestly rising market where the income from premiums
exceeds the aggregate appreciation of the underlying security or instrument over
its exercise price, a diversified portfolio receiving
premiums from its call option writing strategy may outperform the same portfolio
without such an options strategy. However,
in rising markets where the aggregate appreciation of the underlying security or
instrument over its exercise price exceeds the
income from premiums, a portfolio with a call writing strategy could
significantly underperform the same portfolio without such an
options writing strategy.
Writing
put options involves the risk that the Fund may be required to buy the
underlying security or instrument (or settle in cash an amount
of equal value) at a disadvantageous price or above the market price of such
underlying security or instrument, at the time the
option is exercised. While the Fund’s potential gain in writing a put option is
limited to the premium received plus the interest earned
on the liquid assets covering the put option, the Fund’s risks of loss is equal
to the entire value of the underlying security or instrument,
offset only by the amount of the premium received. The Fund will also incur a
form of economic leverage through its use of
call and put options, which will increase the volatility of the Fund’s returns
and may increase the risk of loss to the Fund.
During
periods in which equity markets are generally unchanged or rising, or in a
modestly falling market where the income from premium
exceeds the aggregate depreciation of the underlying security or instrument
below its exercise price, a diversified portfolio receiving
premiums from its put option writing strategy may outperform the same portfolio
without such an options strategy. However,
in declining markets where the aggregate depreciation of the underlying security
or instrument below its exercise price exceeds
the income from premiums, a portfolio with a put writing strategy could
significantly underperform the same portfolio without
such an options writing strategy.
There
are special risks associated with uncovered option writing which expose the Fund
to potentially significant loss. As the seller of an
uncovered call option, the Fund bears unlimited risk of loss should the price of
the underlying security increase above the exercise price
until the Fund covers its exposure. As with writing uncovered calls, the risk of
writing uncovered put options is substantial. The seller
of an uncovered put option bears a risk of loss if the value of the underlying
instrument declines below the exercise price. Such loss
could be substantial if there is a significant decline in the value of the
underlying instrument.
Unusual
market conditions or the lack of a ready market for any particular option at a
specific time may reduce the effectiveness of the
Fund’s option writing strategy. There can be no assurance that a liquid market
will exist when the Fund seeks to enter or close out
an option position. The value of the options may be adversely affected if the
market for the options becomes less liquid or smaller.
In addition, the premiums the Fund receives for writing options may decrease as
a result of a number of factors, including a reduction
in interest rates generally, a decline in stock market volumes or a decrease in
the price volatility of an underlying security or instrument.
The
use of options will also increase the Fund’s transaction costs. Options written
by the Fund may be traded on either U.S. or foreign
exchanges or OTC. Foreign and OTC options may present greater possibility of
loss due to potential illiquidity and credit risks.
Financials
Sector Risk
To
the extent the Fund invests a substantial portion of its assets in the
financials sector, factors that have an adverse impact on this sector
may have a disproportionate impact on the Fund’s performance. Investment
opportunities in many emerging markets may be concentrated
in the financials sector. The financials sector can be affected by global and
local economic conditions, such as the levels and
liquidity of the global and local financial and asset markets, the absolute and
relative level and volatility of interest rates and equity
prices, investor sentiment, inflation, and the availability and cost of credit.
Adverse developments in these conditions can have a
greater adverse effect on the financials sector of an emerging market economy
than on other industries of its economy. The enactment
of new legislation or regulations, as well as changes in interpretation and
enforcement of current laws, may affect the manner
of operations and profitability of the financials sector.
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Information
Technology Sector Risk
To
the extent the Fund invests a substantial portion of its assets in the
information technology sector, the value of Fund shares may be
particularly impacted by events that adversely affect the information technology
sector, such as rapid changes in technology product
cycles, competition for the services of qualified personnel and government
regulation. The products of information technology
companies may face product obsolescence due to rapid technological developments
and frequent new product introduction
and unpredictable changes in growth rates. Companies in the information
technology sector also can be heavily dependent
on patent protection and the expiration of patents may adversely affect the
profitability of these companies. As a result, the
value of shares may fluctuate more than that of a fund that does not invest
significantly in companies in the technology sector.
Regulatory
and Legal Risk
U.S.
and non-U.S. governmental agencies and other regulators regularly implement
additional (or amended) regulations and legislators
pass new laws (or amend existing laws) that affect the investments held by the
Fund, the strategies used by the Fund or the level
of regulation or taxation applying to the Fund (such as regulations related to
investments in derivatives and other transactions). These
regulations and laws impact the investment strategies, performance, costs and
operations of the Fund or taxation of shareholders.
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Fund
Management
Adviser
Morgan
Stanley Investment Management Inc., with principal offices at 1585 Broadway, New
York, NY 10036, conducts a worldwide
portfolio management business and provides a broad range of portfolio management
services to customers in the United States
and abroad. Morgan Stanley (NYSE: “MS”) is the parent of the Adviser. Morgan
Stanley is a preeminent global financial services
firm engaged in securities trading and brokerage activities, as well as
providing investment banking, research and analysis, financing
and financial advisory services. As of December 31, 2025, the Adviser, together
with its affiliated asset management companies,
had approximately $1.9 trillion in assets under management or
supervision.
A
discussion regarding the basis for the Board of Trustees’ approval of the
Management Agreement and the Sub-Advisory Agreement is
available in the Fund’s report on Form N-CSR for the period ended
September 30, 2025.
The
Adviser, Sub-Adviser and/or their affiliates may make payments to one or more
investors that contribute seed capital to the Fund.
Such payments may continue for a specified period of time and/or until a
specified dollar amount is reached. Those payments will
be made from the assets of the Adviser, Sub-Adviser and/or such affiliates (and
not the Fund). Seed investors may contribute all or
a majority of the assets in the Fund. There is a risk that such seed investors
may redeem their investments in the Fund. As with redemptions
by other large shareholders, such redemptions could have a significant negative
impact on the Fund.
Sub-Adviser
The
Adviser has entered into a Sub-Advisory Agreement with Parametric Portfolio
Associates LLC, located at 800 Fifth Avenue, Suite
2800, Seattle, Washington 98104. The Sub-Adviser is a wholly owned subsidiary of
Morgan Stanley. The Sub-Adviser provides the
Fund with investment advisory services subject to the overall supervision of the
Adviser and the Trust’s officers and Trustees. The Adviser
pays the Sub-Adviser on a monthly basis out
of the net advisory fees the Adviser receives from the Fund.
Management
Fees
The
Adviser receives a fee for management services equal to 0.29% of the average
daily net assets of the Fund.
Under
the Management Agreement, the Adviser will pay substantially all the expenses of
the Fund (including expenses of the Trust relating
to the Fund), except for the distribution fees, if any, brokerage expenses,
acquired fund fees and expenses, taxes, interest, litigation
expenses, and other extraordinary expenses, including the costs of proxies, not
incurred in the ordinary course of the Fund’s business.
Portfolio
Management
The
Fund is managed by a team of portfolio managers who are jointly and primarily
responsible for the day-to-day management of the
Fund.
The
portfolio managers who are primarily responsible for the day-to-day management
of the Fund are Alex Zweber, CFA, CAIA; Michael
Zaslavsky, CFA, CAIA; Larry Berman; Jennifer Mihara; Perry Li, CFA, FRM; and
Gordon Wotherspoon. Mr. Zweber, Managing
Director of Investment Strategy, joined The Clifton Group in 2006, which was
acquired by the Sub-Adviser in 2012. Mr. Zaslavsky,
Senior Investment Strategist, joined the Sub-Adviser in 2015. Mr. Berman,
Managing Director, Investment Management, joined
the Sub-Adviser in 2006. Ms. Mihara, Managing Director, Head of Equity Fund
Management, joined the Sub-Adviser in 2005.
Mr. Li, Senior Investment Strategist, joined the Sub-Adviser in 2014. Mr.
Wotherspoon, Managing Director, joined the Sub-Adviser
in 2005.
The
Fund’s SAI provides additional information about the portfolio managers’
compensation structure, other accounts managed by the
portfolio managers and the portfolio managers’ ownership of securities in the
Fund.
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Distribution
of Fund Shares
The
Distributor is the exclusive distributor of Creation Units of the Fund. The
Distributor or its agent distributes Creation Units for the
Fund on an agency basis. The Distributor does not maintain a secondary market in
shares of the Fund. The Distributor has no role
in determining the investment policies of the Fund or the securities that are
purchased or sold by the Fund. The Distributor’s principal
address is 3 Canal Plaza Suite 100, Portland, ME 04101.
The
Board of Trustees of the Trust has adopted a distribution and service plan
(“Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under
the Plan, the Fund is authorized to pay distribution fees in connection with the
sale and distribution of its shares and pay service
fees in connection with the provision of ongoing services to shareholders of the
Fund and the maintenance of shareholder accounts
in an amount up to 0.25% of its average daily net assets each year.
No
Rule 12b-1 fees are currently paid by the Fund, and there are no current plans
to impose these fees. However, in the event Rule 12b-1
fees are charged in the future, because these fees are paid out of the Fund’s
assets on an ongoing basis, these fees will increase the
cost of your investment in the Fund. By purchasing shares subject to
distribution fees and service fees, you may pay more over time
than you would by purchasing shares with other types of sales charge
arrangements. Long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charge permitted by the rules
of FINRA. The net income attributable to shares
will be reduced by the amount of distribution fees and service fees and other
expenses of the Fund.
About
Net Asset Value
The
Fund’s NAV per share is determined by dividing the total of the value of the
Fund’s investments and other assets, less any liabilities
attributable to the Fund, by the total number of outstanding shares of the Fund.
In making this calculation, the Fund generally
values its portfolio securities and other assets at market price.
When
no market quotations are readily available for a security or other asset,
including as
a result of the occurrence of a significant event
or circumstances
under which the Adviser determines that a market quotation is not accurate, fair
value for the security or other asset
will be determined in good faith using methods approved by the Board of
Trustees. In
these cases, the Fund’s NAV will reflect certain
portfolio securities’ fair value rather than their market price. In addition,
the securities held by the Fund may be traded in markets
that close at a different time than the exchange on which the Fund’s shares are
listed. Accordingly, during the time when the Fund’s
listing exchange is open but after the applicable market closes, bid-ask spreads
may widen and Fund shares may trade at a premium
or discount to NAV. To the extent the Fund invests in open-end management
companies (other than ETFs) that are registered
under the 1940 Act, the Fund’s NAV is calculated based in relevant part upon the
NAV of such funds. The prospectuses for
such funds explain the circumstances under which they will use fair value
pricing and its effects.
Fair
value pricing involves subjective judgments and it is possible that the fair
value determined for a security or other asset is materially
different than the value that could be realized upon the sale of that security
or other asset. With respect to securities that are
primarily listed on foreign exchanges, the values of the Fund’s portfolio
securities may change on days when you will not be able to
purchase or sell your shares. The NAV of the Fund is based on the value of the
Fund’s portfolio securities or other assets.
The
Fund relies on various sources to calculate its NAV. The ability of the Fund’s
provider of administrative services to calculate the NAV
per share of the Fund is subject to operational risks associated with processing
or human errors, systems or technology failures, cyber
attacks and errors caused by third party service providers, data sources, or
trading counterparties. Such failures may result in delays
in the calculation of the Fund’s NAV and/or the inability to calculate NAV over
extended time periods. The Fund may be unable
to recover any losses associated with such failures. In addition, if the third
party service providers and/or data sources upon which
the Fund directly or indirectly relies to calculate its NAV or price individual
securities are unavailable or otherwise unable to calculate
the NAV correctly, it may be necessary for alternative procedures to be utilized
to price the securities at the time of determining
the Fund’s NAV.
The
Fund’s NAV per share is subject to various investment and other risks. Please
refer to the “Additional Information About Fund Investment
Strategies and Related Risks” and “Investment Strategies and Techniques”
sections of the Prospectus and SAI, respectively,
for more information regarding risks associated with an investment in the
Fund.
Book
Entry
The
Depository Trust Company (“DTC”) serves as securities depository for the shares.
The shares may be held only in book-entry form;
stock certificates will not be issued. DTC, or its nominee, is the record or
registered owner of all outstanding shares. Beneficial ownership
of shares will be shown on the records of DTC or its participants (described
below). Beneficial owners of shares are not entitled
to have shares registered in their names, will not receive or be entitled to
receive physical delivery of certificates in definitive form
and are not considered the registered holder thereof. Accordingly, to exercise
any rights of a holder of shares, each beneficial owner
must rely on the procedures of: (i) DTC; (ii) “DTC Participants,” i.e.,
securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations, some of whom (and/or their
representatives) own DTC; and (iii) “Indirect Participants,”
i.e., brokers, dealers, banks and trust companies that clear through or maintain
a custodial relationship with a DTC Participant,
either directly or indirectly, through which such beneficial owner holds its
interests. The Trust understands that under
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existing
industry practice, in the event the Trust requests any action of holders of
shares, or a beneficial owner desires to take any action
that DTC, as the record owner of all outstanding shares, is entitled to take,
DTC would authorize the DTC Participants to take
such action and that the DTC Participants would authorize the Indirect
Participants and beneficial owners acting through such DTC
Participants to take such action and would otherwise act upon the instructions
of beneficial owners owning through them. As described
above, the Trust recognizes DTC or its nominee as the owner of all shares for
all purposes.
Buying
and Selling Shares
Shares
of the Fund may be acquired or redeemed directly from the Fund at NAV only in
Creation Units or multiples thereof, as discussed
in the Creations and Redemptions section of the Prospectus. Only an Authorized
Participant (as defined in the Creations and
Redemptions section below) may engage in creation or redemption transactions
directly with the Fund. Once created, shares of the
Fund generally trade in the secondary market in amounts less than a Creation
Unit.
Shares
of the Fund are listed for trading on a national securities exchange during the
trading day. Shares can be bought and sold throughout
the trading day at market price like shares of other publicly traded companies.
However, there can be no guarantee that an
active trading market will develop or be maintained, or that the Fund shares
listing will continue or remain unchanged. The Trust does
not impose any minimum investment for shares of the Fund purchased on an
exchange. Buying or selling the Fund’s shares involves
certain costs that apply to all securities transactions. When buying or selling
shares of the Fund through a financial intermediary,
you may incur a brokerage commission or other charges determined by your
financial intermediary. Due to these brokerage
costs, if any, frequent trading may detract significantly from investment
returns. In addition, you may also incur the cost of the
spread (the difference between the bid price and the ask price). The commission
is frequently a fixed amount and may be a significant
cost for investors seeking to buy or sell small amounts of shares. The spread
varies over time for shares of the Fund based on
its trading volume and market liquidity, and is generally less if the Fund has
more trading volume and market liquidity and more if
the Fund has less trading volume and market liquidity.
The
Fund’s primary listing exchange is NYSE Arca. NYSE Arca is open for trading
Monday through Friday and is closed on the following
holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good
Friday, Memorial Day, Juneteenth National
Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day.
A
“business day” with respect to the Fund is each day the New York Stock Exchange,
NYSE Arca, and the Trust are open and includes
any day that the Fund is required to be open under Section 22(e) of the 1940
Act. Orders from authorized participants to create
or redeem Creation Units will only be accepted on a business day. On days when
NYSE Arca closes earlier than normal, the Fund
may require orders to create or redeem Creation Units to be placed earlier in
the day. See the SAI for more information.
The
Trust’s Board of Trustees has not adopted a policy of monitoring for frequent
purchases and redemptions of Fund shares (“frequent
trading”) that appear to attempt to take advantage of potential arbitrage
opportunities presented by a lag between a change in
the value of the Fund’s portfolio securities after the close of the primary
markets for the Fund’s portfolio securities and the reflection
of that change in the Fund’s NAV (“market timing”). The Trust believes this is
appropriate because ETFs, such as the Fund,
are intended to be attractive to arbitrageurs, as trading activity is critical
to ensuring that the market price of Fund shares remains
at or close to NAV. Since the Fund issues and redeems Creation Units at NAV plus
applicable transaction fees, and the Fund’s
shares may be purchased and sold on NYSE Arca at prevailing market prices, the
risks of frequent trading are limited.
Section
12(d)(1) of the 1940 Act generally restricts investments by investment
companies, including foreign and unregistered investment
companies, in the securities of other investment companies. For example, a
registered investment company (the “Acquired
Fund”), such as the Fund, may not knowingly sell or otherwise dispose of any
security issued by the Acquired Fund to any investment
company (the “Acquiring Fund”) or any company or companies controlled by the
Acquiring Fund if, immediately after such
sale or disposition: (i) more than 3% of the total outstanding voting stock of
the Acquired Fund is owned by the Acquiring Fund
and any company or companies controlled by the Acquiring Fund, or (ii) more than
10% of the total outstanding voting stock of
the Acquired Fund is owned by the Acquiring Fund and other investment companies
and companies controlled by them. However,
registered investment companies are permitted to invest in the Fund beyond the
limits set forth in Section 12(d)(1), subject
to certain terms and conditions set forth in SEC rules. In order for a
registered investment company to invest in shares of the Fund
beyond the limitations of Section 12(d)(1) in reliance on Rule 12d1-4 under the
1940 Act, the registered investment company must,
among other things, enter into an agreement with the Trust. Foreign investment
companies are permitted to invest in the Fund
only up to the limits set forth in Section 12(d)(1), subject to any applicable
SEC Staff no-action relief.
The
Fund and the Distributor will have the sole right to accept orders to purchase
shares and reserve the right to reject any purchase order
in whole or in part.
Creations
and Redemptions
Prior
to trading in the secondary market, shares of the Fund are “created” at NAV by
market makers, large investors and institutions only
in block-size Creation Units or multiples thereof. Each “creator” or authorized
participant (an “Authorized Participant”) enters into
an authorized participant agreement with the Fund’s Distributor. An Authorized
Participant is a member or participant of a
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clearing
agency registered with the SEC, which has a written agreement with the Fund or
one of its service providers that allows such member
or participant to place orders for the purchase and redemption of Creation
Units.
A
creation transaction, which is subject to acceptance by JPMorgan Chase Bank
N.A., as the Trust’s transfer agent, generally takes place
when an Authorized Participant deposits into the Fund a designated portfolio of
securities (including any portion of such securities
for which cash may be substituted) and a specified amount of cash in exchange
for a specified number of Creation Units.
Similarly,
shares can be redeemed only in Creation Units, generally for a designated
portfolio of securities (including any portion of such
securities for which cash may be substituted) held by the Fund and a specified
amount of cash. Except when aggregated in Creation
Units, shares are not redeemable by the Fund.
The
prices at which creations and redemptions occur are based on the next
calculation of NAV after a creation or redemption order is received
in an acceptable form under the authorized participant agreement.
Only
an Authorized Participant may create or redeem Creation Units directly with the
Fund.
In
the event of a system failure or other interruption, including disruptions at
market makers or authorized participants, orders to purchase
or redeem Creation Units either may not be executed according to the Fund’s
instructions or may not be executed at all, or the
Fund may not be able to place or change orders.
In
connection with certain cash creations, the Adviser may provide the creating
Authorized Participants with information regarding securities
that the Fund would be willing to purchase with the proceeds of the cash
creation, which may not be the current holdings of
the Fund. In certain cases, the Fund may purchase such securities from an
Authorized Participant that has submitted a creation order.
Regardless of whether the Fund purchases securities with the proceeds of a cash
creation order from the creating Authorized Participant,
the Authorized Participant may be assessed a variable charge to compensate the
Fund for the costs associated with purchasing
the applicable securities, as described in the SAI. For more information, see
the SAI.
To
the extent the Fund engages in in-kind transactions, the Fund intends to comply
with the U.S. federal securities laws in accepting securities
for deposit and satisfying redemptions with redemption securities by, among
other means, assuring that any securities accepted
for deposit and any securities used to satisfy redemption requests will be sold
in transactions that would be exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”). Further, an
Authorized Participant that is not a “qualified
institutional buyer,” as such term is defined under Rule 144A of the Securities
Act, will not be able to receive restricted securities
eligible for resale under Rule 144A.
The
in-kind arrangements are intended to protect ongoing shareholders from adverse
effects on the Fund’s portfolio that could arise from
frequent cash creation and redemption transactions and generally will not lead
to a tax event for the Fund or its ongoing shareholders.
Creations
and redemptions must be made through a firm that is either a member of the
Continuous Net Settlement System of the National
Securities Clearing Corporation or a DTC Participant and has executed an
agreement with the Distributor with respect to creations
and redemptions of Creation Unit aggregations. Information about the procedures
regarding creation and redemption of Creation
Units (including the cut-off times for receipt of creation and redemption
orders) and the applicable transaction fees is included
in the Fund’s SAI.
Portfolio
Holdings
A
description of the Trust’s policies and procedures with respect to the
disclosure of the Fund’s portfolio securities is available in the Trust’s
SAI.
Inactive
Accounts and Risk of Escheatment
In
accordance with state “unclaimed property” laws, your Fund shares may legally be
considered abandoned and required to be transferred
to the relevant state (also known as “escheatment”) under various circumstances.
These circumstances, which vary by state,
can include inactivity (e.g., no owner-initiated contact for a certain period),
returned mail (e.g., when mail sent to a shareholder is
returned by the post office as undeliverable), uncashed checks or a combination
of these. An incorrect address may cause a shareholder’s
account statements and other mailings to be returned to the Fund or your
Financial Intermediary. Since states’ statutory
requirements regarding inactivity differ, it is important to regularly contact
your Financial Intermediary or the Fund’s transfer
agent. The process described above, and the application of state escheatment
laws, may vary by state and/or depending on how
shareholders hold their shares in the Fund. Escheatment with respect to a
retirement account is subject to a 10% federal withholding
on the account.
It
is your responsibility to ensure that you maintain a valid mailing address for
your account, keep your account active by contacting your
Financial Intermediary or the Fund’s transfer agent (e.g., by mail or
telephone), and promptly cash all checks for dividends,
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capital
gains and redemptions. Neither the Fund nor the Adviser will be liable to
shareholders or their representatives for good faith compliance
with escheatment laws.
For
more information, please contact us at 800-836-2414.
Dividends
and Distributions
General
Policies
Dividends
from net investment income, if any, generally are declared and paid quarterly by
the Fund. Distributions of net realized securities
gains, if any, generally are declared and paid once a year, but the Trust may
make distributions on a more frequent basis for the
Fund. The Trust reserves the right to declare special distributions if, in its
reasonable discretion, such action is necessary or advisable
to preserve its status as a regulated investment company or to avoid imposition
of income or excise taxes on undistributed income
or realized gains. Dividends and other distributions on shares of the Fund are
distributed on a pro rata basis to beneficial owners
of such shares. Dividend payments are made through DTC participants and indirect
participants to beneficial owners then of record
with proceeds received from the Fund.
Dividend
Reinvestment Service
No
dividend reinvestment service is provided by the Trust. Broker-dealers may make
available the DTC book-entry dividend reinvestment
service for use by beneficial owners of the Fund for reinvestment of their
dividend distributions. Beneficial owners should
contact their broker to determine the availability and costs of the service and
the details of participation therein. Brokers may require
beneficial owners to adhere to specific procedures and timetables. If this
service is available and used, dividend distributions of both
income and realized gains will be automatically reinvested in additional whole
shares of the Fund purchased in the secondary market.
Taxes
As
with any investment, you should consider how your Fund investment will be taxed.
The tax information in this Prospectus is provided
as general information. You should consult your own tax professional about the
tax consequences of an investment in the Fund.
Unless your investment in the Fund is through a tax deferred retirement account,
such as a 401(k) plan or IRA, you need to be aware
of the possible tax consequences when the Fund makes distributions and when you
sell shares.
Taxation
of Distributions.
Your distributions normally are subject to federal and state income tax when
they are paid, whether you take
them in cash or reinvest them in Fund shares. A distribution also may be subject
to local income tax. Any income dividend distributions
and any short-term capital gain distributions are taxable to you as ordinary
income. Any long-term capital gain distributions
are taxable as long-term capital gains, no matter how long you have owned shares
in the Fund.
If
certain holding period requirements are met with respect to your shares, a
portion of the income dividends you receive may be taxed
at the same rates as long-term capital gains. However, even if income received
in the form of income dividends is taxed at the same
rates as long-term capital gains, such income will not be considered long-term
capital gains for other federal income tax purposes.
For example, you will not be permitted to offset income dividends with capital
losses. Short term capital gain distributions will
continue to be taxed as ordinary income taxes.
The
shareholders could periodically receive distributions which constitute a return
of capital for tax purposes. A return of capital is not
taxable, but it reduces the shareholder’s basis in its shares, which reduces the
loss (or increases the gain) on a subsequent taxable disposition
by such shareholder of the shares.
The
Fund’s transactions in derivatives (including the Fund’s option writing
strategy) will be subject to special tax rules, the effect of which
may be to accelerate income to the Fund, defer losses to the Fund, cause
adjustments in the holding periods of the Fund’s securities,
and convert short-term capital losses into long-term capital losses. These rules
could therefore affect the amount, timing and
character of distributions to shareholders. The Fund’s use of these types of
transactions may result in the Fund realizing more short-term
capital gain and ordinary income subject to tax at ordinary income tax rates
than it would if it did not engage in such transactions.
In
general, the Fund’s investment positions will be offsetting and subject to
“straddle rules” under federal income tax law if there is a substantial
diminution in the risk of loss from holding one position by reason of holding
one or more other positions. The Fund expects
that the call option contracts it writes will not be considered straddles
because its stock holdings will be sufficiently dissimilar from
the components of the Underlying Index under applicable guidance established by
the IRS.
If
certain holding period requirements are met, corporate shareholders may be
entitled to a dividends-received deduction for the portion
of dividends they receive which are attributable to dividends received by the
Fund from U.S. corporations.
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If
you buy shares of the Fund before a distribution, you may be subject to tax on
the entire amount of the taxable distribution you receive.
Distributions are taxable to you even if they are paid from income or gain
earned by the Fund before your investment (and thus
were included in the price you paid for your Fund shares).
Investment
income received by the Fund from sources within foreign countries may be subject
to foreign income, withholding, and other
taxes. Tax conventions between certain countries and the U.S. may reduce or
eliminate such taxes.
You
will be sent a statement IRS
Form 1099-DIV) by February of each year showing the taxable distributions paid
to you in the previous
year. The statement provides information on your dividends and any capital gains
for tax purposes.
Taxation
of Sales.
Your sale of Fund shares normally is subject to federal and state income tax and
may result in a taxable gain or loss to
you. A sale also may be subject to local income tax. When you sell your shares,
you will generally recognize a capital gain or loss in an
amount equal to the difference between your adjusted tax basis in the shares and
the amount received. Generally, this capital gain or
loss is long-term or short-term depending on whether your holding period exceeds
one year, except that any loss realized on shares held
for six months or less will be treated as a long-term capital loss to the extent
of any long-term capital gain dividends that were received
on the shares. Additionally, any loss realized on a sale, exchange or redemption
of shares of the Fund may be disallowed under
“wash sale” rules to the extent the shares disposed of are replaced with other
shares of the Fund within a period of 61 days beginning
30 days before and ending 30 days after the date of disposition, such as
pursuant to a dividend reinvestment in Fund shares.
If disallowed, the loss will be reflected in an adjustment to the basis of the
shares acquired.
Creations
and Redemptions.
A person who exchanges securities for Creation Units generally will recognize a
gain or loss. The gain or loss
will be equal to the difference between the market value of the Creation Units
at the time of exchange and the sum of the exchanger’s
aggregate basis in the securities surrendered and the amount of any cash paid
for such Creation Units. A person who exchanges
Creation Units for securities will generally recognize a gain or loss equal to
the difference between the exchanger’s basis in the
Creation Units and the sum of the aggregate market value of the securities
received. The IRS, however, may assert that a loss realized
upon an exchange of primarily securities for Creation Units cannot be deducted
currently under the rules governing “wash sales,”
or on the basis that there has been no significant change in economic position.
Persons exchanging securities for Creation Units
or redeeming Creation Units should consult their own tax adviser with respect to
whether wash sale rules apply and when a loss might
be deductible and the tax treatment of any creation or redemption
transaction.
Under
current U.S. federal income tax laws, any capital gain or loss realized upon a
redemption (or creation) of Creation Units is generally
treated as long-term capital gain or loss if the Fund shares (or securities
surrendered) have been held for more than one year and
as a short-term capital gain or loss if the Fund shares (or securities
surrendered) have been held for one year or less.
Other
Information.
An additional 3.8% Medicare tax is imposed on certain net investment income
(including ordinary dividends and capital
gain distributions received from the Fund and net gains from redemptions or
other taxable dispositions of Fund shares) of U.S.
individuals, estates and trusts to the extent that such person’s “modified
adjusted gross income” (in the case of an individual) or “adjusted
gross income” (in the case of an estate or trust) exceeds certain threshold
amounts.
You
may be subject to backup withholding at a rate of 24% with respect to taxable
distributions if you do not provide your correct taxpayer
identification number, or certify that it is correct, or if you have been
notified by the IRS that you are subject to backup withholding.
Shareholders
who are not citizens or residents of the United States and certain foreign
entities will generally be subject to withholding of
U.S. tax of 30% on distributions made by the Fund of investment income and
short-term capital gains.
Withholding
of U.S. tax is required (at a 30% rate) on payments of taxable dividends made to
certain non-U.S. entities that fail to comply
(or be deemed compliant) with extensive reporting and withholding requirements
designed to inform the U.S. Department of
the Treasury of U.S.-owned foreign investment accounts. Shareholders may be
requested to provide additional information to the Fund
to enable the Fund to determine whether withholding is required.
Reporting
to you and the IRS is required annually on Form 1099-B with respect to not only
the gross proceeds of Fund shares you sell
or redeem but also their cost basis. Shareholders should contact their
intermediaries with respect to reporting of cost basis and available
elections with respect to their accounts. You should carefully review the cost
basis information provided by the applicable intermediary
and make any additional basis, holding period or other adjustments that are
required when reporting these amounts on your
federal income tax returns.
Because
each investor’s tax circumstances are unique and the tax laws may change, you
should consult your tax advisor about your investment.
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Tax-Advantaged
Product Structure
Unlike
interests in many conventional mutual funds, the Fund’s shares are traded
throughout the day on a national securities exchange,
whereas mutual fund interests are typically only bought and sold at closing
NAVs. The Fund’s shares have been designed to
be tradable in the secondary market on a national securities exchange on an
intra-day basis, and to be created and redeemed in Creation
Units at each day’s next calculated NAV. Fund shares are purchased
and redeemed principally in kind (but cash may be substituted
in lieu of certain securities). The in-kind arrangements are designed to protect
ongoing shareholders from adverse effects on
the Fund’s portfolio that could arise from frequent cash creation and redemption
transactions. In a conventional mutual fund, redemptions
can have an adverse tax impact on taxable shareholders because the mutual fund
may need to sell portfolio securities to obtain
cash to meet fund redemptions. These sales may generate taxable gains for the
shareholders of the mutual fund, whereas the shares’
in-kind redemption mechanism generally will not lead to a tax event for the Fund
or its ongoing shareholders. To the extent the
Fund substitutes cash in lieu of certain portfolio securities for redemption
transactions, the Fund may be required to sell portfolio securities
and subsequently recognize gains on such sales that the Fund might not have
recognized if it were to distribute such portfolio
securities in-kind.
Potential
Conflicts of Interest
As
a diversified global financial services firm, Morgan Stanley, the parent company
of the Adviser, engages in a broad spectrum of activities,
including financial advisory services, investment management activities,
lending, commercial banking, sponsoring and managing
private investment funds, engaging in broker-dealer transactions and principal
securities, commodities and foreign exchange
transactions, research publication and other activities. In the ordinary course
of its business, Morgan Stanley is a full-service investment
banking and financial services firm and therefore engages in activities where
Morgan Stanley’s interests or the interests of its
clients may conflict with the interests of the Fund. These activities could
cause Morgan Stanley to have an interest that is different from,
and potentially adverse to, that of the Fund, which may impede the Fund from
participating in certain opportunities. Morgan Stanley
advises clients and sponsors, manages or advises other investment funds and
investment programs, accounts and businesses (collectively,
together with any new or successor funds, programs, accounts or businesses
sponsored, managed, or advised by the Adviser
or one of its investment adviser affiliates, the “Affiliated Investment
Accounts”) with a wide variety of investment objectives that
in some instances may overlap or conflict with the Fund’s investment objectives
and present conflicts of interest. In addition, Morgan
Stanley, the Adviser and/or the Adviser’s investment adviser affiliates may also
from time to time create new or successor Affiliated
Investment Accounts that may compete with the Fund and present similar conflicts
of interest. The discussion below enumerates
certain actual, apparent and potential conflicts of interest. There is no
assurance that conflicts of interest will be resolved in
favor of Fund shareholders and, in fact, they may not be.
The
conflicts summarized herein do not purport to be a complete list or explanation
of the conflicts associated with the financial or other
interests the Adviser or its affiliates may have now or in the future. For more
information about conflicts of interest, see the section
entitled “Potential Conflicts of Interest” in the SAI. Conflicts of interest not
described below or in the SAI may also exist. References
to the Adviser in this section include the Fund’s affiliated sub-adviser (if
any) unless otherwise noted.
Material
Nonpublic and Other Information.
It is expected that confidential or material nonpublic information regarding an
investment
or potential investment opportunity may become available to the Adviser. If such
information becomes available, the Adviser
may be precluded (including by applicable law or internal policies or
procedures) from pursuing an investment or disposition opportunity
with respect to such investment or disposition opportunity, including for an
extended period of time. This inability to buy
or sell an investment could have an adverse effect on the Fund’s portfolio due
to, among other things, changes in an investment’s value
during the period its trading is restricted. Morgan Stanley has established
certain information barriers and other policies designed
to address the sharing of information between different businesses within Morgan
Stanley. As a result of information barriers,
the Adviser, in certain instances, will not have access, or will have limited
access, to certain information and personnel in other
areas of Morgan Stanley and, in such instances, will not manage the Fund with
the benefit of the information held by such other
areas. In other instances, Morgan Stanley personnel, including personnel of the
Adviser, will have access to information and personnel
of its affiliates. In managing conflicts of interest that arise because of the
foregoing, the Adviser generally will be subject to fiduciary
requirements. The Adviser also may implement internal information barriers or
ethical walls or other internal information sharing
protocols, and the conflicts described herein with respect to information
barriers and otherwise with respect to Morgan Stanley
and the Adviser will also apply internally within the Adviser. Information
sharing may limit or restrict the ability of the Adviser
to engage in or otherwise effect transactions on behalf of the Fund (including
purchasing or selling securities that the Adviser may
otherwise have purchased or sold for the Fund in the absence of the sharing of
information). The Adviser may face conflicts of interest
in determining whether to engage in the sharing of information with its
affiliates.
Investments
by Morgan Stanley and its Affiliated Investment Accounts.
In serving in multiple capacities to Affiliated Investment Accounts,
Morgan Stanley, including the Adviser and its investment teams, may have
obligations to other clients or investors in Affiliated
Investment Accounts, the fulfillment of which may not be in the best interests
of the Fund or its shareholders. An investment
team may have obligations to Affiliated Investment Accounts managed by both the
Adviser and one or more of the Adviser’s
investment adviser affiliates. The Fund’s investment objectives may overlap with
the investment objectives of certain Affiliated
Investment Accounts. As a result, the members of an investment team may face
conflicts in the allocation of investment
Parametric
|
Shareholder
Information
Shareholder
Information (Con’t)
opportunities
among the Fund and other investment funds, programs, accounts and businesses
advised by or affiliated with the Adviser
or its investment adviser affiliates. Certain Affiliated Investment Accounts may
provide for higher management or incentive fees
or greater expense reimbursements or overhead allocations, all of which may
contribute to this conflict of interest and create an incentive
for the Adviser to favor such other accounts. To seek to reduce potential
conflicts of interest and to attempt to allocate such investment
opportunities in a fair and equitable manner, the Adviser has implemented
allocation policies and procedures. These policies
and procedures are intended to give all clients of the Adviser, including the
Fund, fair access to investment opportunities consistent
with the requirements of organizational documents, investment strategies,
applicable laws and regulations, and the fiduciary
duties of the Adviser.
Payments
to Broker-Dealers and Other Financial Intermediaries.
The Adviser, Distributor and/or their affiliates may pay compensation,
out
of their own funds and not as an expense of the Fund, to certain Financial
Intermediaries (which may include affiliates of the Adviser
and the Distributor), including recordkeepers and administrators of various
deferred compensation plans, in connection with the
sale, distribution, marketing and retention of shares of the Fund and/or
shareholder servicing. The prospect of receiving, or the receipt
of, additional compensation, as described above, by Financial Intermediaries may
provide such Financial Intermediaries and their
financial advisors and other salespersons with an incentive to favor sales of
shares of the Fund over other investment options with
respect to which these Financial Intermediaries do not receive additional
compensation (or receives lower levels of additional compensation).
These payment arrangements, however, will not change the price that an investor
pays for shares of the Fund or the amount
that the Fund receives to invest on behalf of an investor. Investors may wish to
take such payment arrangements into account when
considering and evaluating any recommendations relating to Fund shares and
should review carefully any disclosures provided by
Financial Intermediaries as to their compensation. In addition, in certain
circumstances, the Adviser restricts, limits or reduces the amount
of the Fund’s investment, or restricts the type of governance or voting rights
it acquires or exercises, where the Fund (potentially
together with Morgan Stanley) exceeds a certain ownership interest, or possesses
certain degrees of voting or control or has
other interests.
Morgan
Stanley Trading and Principal Investing Activities.
Notwithstanding anything to the contrary herein, Morgan Stanley will
generally
conduct its sales and trading businesses, publish research and analysis, and
render investment advice without regard for the Fund’s
holdings, although these activities could have an adverse impact on the value of
one or more of the Fund’s investments, or could
cause Morgan Stanley to have an interest in one or more portfolio investments
that is different from, and potentially adverse to,
that of the Fund.
Morgan
Stanley’s Investment Banking and Other Commercial Activities.
Morgan Stanley advises clients on a variety of mergers, acquisitions,
restructuring, bankruptcy and financing transactions. Morgan Stanley may act as
an advisor to clients, including other investment
funds that may compete with the Fund and with respect to investments that the
Fund may hold. Morgan Stanley may give
advice and take action with respect to any of its clients or proprietary
accounts that may differ from the advice given, or may involve
an action of a different timing or nature than the action taken, by the Fund.
Morgan Stanley may give advice and provide recommendations
to persons competing with the Fund and/or any of the Fund’s investments that are
contrary to the Fund’s best interests
and/or the best interests of any of its investments. Morgan Stanley’s activities
on behalf of its clients (such as engagements as an
underwriter or placement agent) may restrict or otherwise limit investment
opportunities that may otherwise be available to the Fund.
Morgan
Stanley may be engaged to act as a financial advisor to a company in connection
with the sale of such company, or subsidiaries
or divisions thereof, may represent potential buyers of businesses through its
mergers and acquisition activities and may provide
lending and other related financing services in connection with such
transactions. Morgan Stanley’s compensation for such activities
is usually based upon realized consideration and is usually contingent, in
substantial part, upon the closing of the transaction.
Under these circumstances, the Fund may be precluded from participating in a
transaction with or relating to the company
being sold or participating in any financing activity related to a merger or an
acquisition.
Parametric
|
Financial
Highlights
The
financial highlights table that follows is intended to help you understand the
financial performance of the shares of the Fund since
inception. Certain information reflects financial results for a single Fund
share. The total returns in the table represent the rate that
an investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions).
The
information below has been derived from the financial statements audited by
Ernst & Young LLP, the Fund’s independent registered
public accounting firm. Ernst & Young LLP’s report, along with the Fund’s
financial statements, are incorporated by reference
into the Fund’s SAI. The Fund’s financial statements and additional information
included in the Fund’s most recent report filed
on Form N-CSR and SAI are available at no cost from the Trust at the
toll-free number noted on the back cover to this Prospectus.
Parametric
|
Financial
Highlights
Parametric
Hedged Equity ETF
|
|
|
|
| |
|
|
|
|
|
|
|
Selected
Per Share Data and Ratios |
Year
Ended September
30, 2025 |
For
the Period from October 16, 2023(1) to
September 30, 2024 |
|
Net
Asset Value, Beginning of Period |
$ |
28.69 |
$ |
25.00 |
|
Income
(Loss) from Investment Operations: |
|
|
|
|
|
Net
Investment Income(2)
|
|
0.32 |
|
0.32 |
|
Net
Realized and Unrealized Gain |
|
3.45 |
|
4.03 |
|
Total
from Investment Operations |
|
3.77 |
|
4.35 |
|
Distributions
from and/or in Excess of: |
|
|
|
|
|
Net
Investment Income |
|
|
|
|
|
Paid-in-Capital
|
|
|
|
|
|
Total
Distributions |
|
|
|
|
|
Net
Asset Value, End of Period |
$ |
32.04 |
$ |
28.69 |
|
Total
Return(3)
|
|
|
|
|
|
Ratios
to Average Net Assets and Supplemental Data: |
|
|
|
|
|
Net
Assets, End of Period (Thousands) |
$ |
110,533 |
$ |
41,606 |
|
Ratio
of Expenses(5)
|
|
|
|
|
|
Ratio
of Net Investment Income(5)
|
|
|
|
|
|
Ratio
of Rebate from Morgan Stanley Affiliates |
|
|
|
|
|
Portfolio
Turnover Rate(8)
|
|
|
|
|
|
| |
|
(1) |
Commencement
of Operations. |
|
(2) |
Per
share amount is based on average shares outstanding. |
|
(3) |
Calculated
based on the net asset value as of the last business day of the
period. |
|
(4) |
Not
annualized. |
|
(5) |
The
Ratio of Expenses and Ratio of Net Investment Income reflect the rebate of
certain Fund expenses in connection with the investments in Morgan Stanley
affiliates
during the period. The effect of the rebate on the ratios is disclosed in
the above table as “Ratio of Rebate from Morgan Stanley
Affiliates.” |
|
(6) |
Annualized. |
|
(7) |
Amount
is less than 0.005%. |
|
(8) |
In-kind
transactions are not included in portfolio turnover
calculations. |
Parametric | Premium/Discount
Information
Premium/Discount
Information
Information
regarding how often the closing trading price of the shares of the Fund
was above (i.e., at a premium) or below (i.e., at a discount)
the NAV of the shares of the Fund for the most recently completed calendar year
and the most recently completed calendar quarter(s)
since that year (or the life of the Fund, if shorter) can be found at
www.eatonvance.com.
Parametric | Continuous
Offering Information
Continuous
Offering Information
The
method by which Creation Units are created and traded may raise certain issues
under applicable securities laws. Because new Creation
Units are issued and sold by the Trust on an ongoing basis, a “distribution,” as
such term is used in the Securities Act may occur
at any point. Broker dealers and other persons are cautioned that some
activities on their part may, depending on the circumstances,
result in their being deemed participants in a distribution in a manner which
could render them statutory underwriters
and subject them to the prospectus delivery and liability provisions of the
Securities Act.
For
example, a broker dealer firm or its client may be deemed a statutory
underwriter if it takes Creation Units after placing an order with
the Distributor, breaks them down into constituent shares, and sells such shares
directly to customers, or if it chooses to couple the
creation of a supply of new shares with an active selling effort involving
solicitation of secondary market demand for shares. A determination
of whether one is an underwriter for purposes of the Securities Act must take
into account all the facts and circumstances
pertaining to the activities of the broker dealer or its client in the
particular case, and the examples mentioned above should
not be considered a complete description of all the activities that could lead
to a categorization as an underwriter.
Broker
dealers who are not “underwriters” but are participating in a distribution (as
contrasted to ordinary secondary trading transactions),
and thus dealing with shares that are part of an “unsold allotment” within the
meaning of Section 4(a)(3)(C) of the Securities
Act, would be unable to take advantage of the prospectus delivery exemption
provided by Section 4(a)(3) of the Securities Act.
This is because the prospectus delivery exemption in Section 4(a)(3) of the
Securities Act is not available in respect of such transactions
as a result of Section 24(d) of the 1940 Act. As a result, broker dealer firms
should note that dealers who are not underwriters
but are participating in a distribution (as contrasted with ordinary secondary
market transactions) and thus dealing with the
shares that are part of an overallotment within the meaning of Section
4(a)(3)(A) of the Securities Act would be unable to take advantage
of the prospectus delivery exemption provided by Section 4(a)(3) of the
Securities Act. Firms that incur a prospectus delivery
obligation with respect to shares are reminded that, under Rule 153 of the
Securities Act, a prospectus delivery obligation under
Section 5(b)(2) of the Securities Act owed to an exchange member in connection
with a sale on the Exchange is satisfied by the fact
that the prospectus is available at the Exchange upon request. The prospectus
delivery mechanism provided in Rule 153 is only available
with respect to transactions on an exchange.
In
addition, certain affiliates of the Fund and the Adviser and/or Sub-Adviser may
purchase and resell Fund shares pursuant to this Prospectus.
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Where
to Find Additional Information
Additional
information about the Fund’s investments is available in the Fund’s Annual and
Semi-Annual Reports to Shareholders (“Shareholder
Reports”) and Annual or Semi-Annual Financial Statements and Additional
Information filed in the Fund’s report on Form N-CSR.
In Form N-CSR, you will find the Fund’s annual and semi-annual financial
statements.
In
addition to this Prospectus, the Fund has an SAI,
dated January 28, 2026
(as may be supplemented from time to time), which includes
additional
information about the Trust and the Fund. The SAI is incorporated by reference
into this Prospectus and, therefore,
legally forms a part of this Prospectus. Certain affiliates of the Fund and the
Adviser may purchase and resell Fund shares pursuant
to this Prospectus. For a free copy of the Fund’s SAI, Shareholder Reports or
Financial Statements and Additional Information
included in the Fund’s most recent report filed on Form N-CSR, to request other
information about the Fund or to make
shareholder inquiries, please call toll-free 800-836-2414. If you purchased
shares through a Financial Intermediary, you may also
obtain these documents, without charge, by contacting your Financial
Intermediary. Free copies of the Fund’s SAI, Shareholder Reports
and Financial Statements and Additional Information included in the Fund’s most
recent report filed on Form N-CSR are also
available from our Internet site at: www.morganstanley.com/im/shareholderreports.
You
also may obtain information about the Fund by calling your Financial
Intermediary, if applicable, or by visiting our Internet site.
Shareholder
Reports and other information about the Fund,
such as Fund financial statements,
are available on the EDGAR Database
on the SEC’s Internet
site at: http://www.sec.gov,
and copies of this information may be obtained, after paying a duplicating
fee, by electronic request at the following E-mail
address: [email protected].
Morgan
Stanley Distribution,
Inc.,
member FINRA.
The
Trust’s 1940 Act registration number is 811-23820.