2025-08-26EatonVanceFixed-IncomeETFs_Pro_January2026_485B
Parametric
Equity Plus ETF
Prospectus | January
28, 2026
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Portfolio |
Ticker
Symbol |
Exchange |
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Parametric
Equity Plus ETF |
PEPS |
The
Nasdaq Stock
Market LLC |
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
Equity Plus ETF
Investment
Objective
Parametric
Equity Plus ETF (the “Fund”) seeks to provide long-term capital
appreciation.
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. |
| 2 |
The
Adviser has agreed to waive a portion of its management fee so that Total
Annual Fund Operating Expenses, excluding 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, will not
exceed 0.10%. The fee waiver will continue until February
1, 2027
or until such
time as the Board of Trustees of Morgan Stanley ETF Trust acts to
discontinue all or a portion of such waiver when it deems such action is
appropriate.
Total Annual Fund Operating Expenses After Fee Waiver has been restated to
reflect the fee waiver effective on December 5,
2025. |
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
(except that the example incorporates the fee waiver for only the first year).
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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$10
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$74
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$144
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$350
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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 period from November 7, 2024 (commencement of operations) through
September 30, 2025, the Fund’s portfolio
turnover rate was 24%
of the average value of its portfolio.
Principal
Investment Strategies
The
Fund is an actively managed exchange-traded fund (“ETF”). The investment
objective of the Fund is to seek to provide long-term
capital appreciation. The Adviser and Parametric Portfolio Associates LLC (the
“Sub-Adviser”) seek to fulfill the Fund’s objective
by (1) investing in an underlying base portfolio of equity securities (the
“Equity Portfolio”) that primarily include equity securities
of companies included in the Solactive GBS United States 500 Index (the “Equity
Portfolio Index”) and (2) generating incremental
total return via “beta-neutral” call overwriting that combines selling call
options on the S&P 500® Index (the “Underlying
Index”) with offsetting long equity exposure, including through investment in
futures on the Underlying Index or in options
on the Underlying Index or on the SPDR S&P 500 ETF Trust (the “Underlying
ETF”), including Flexible Exchange Options
(“FLEX Options”) that reference the Underlying Index or Underlying
ETF.
Under
normal circumstances, the Fund invests 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
Parametric | Fund
Summary
Parametric
Equity Plus ETF (Con’t)
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 (straddle rules, if applicable,
may defer losses realized by the Fund and accordingly increase capital gains;
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 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
portfolio.
The
Fund will also systematically sell (write) out-of-the-money call option
contracts, based on the Underlying Index, which have an expiration
date of approximately two weeks or less. The Fund will sell such call option
contracts on the Underlying Index in a notional
amount that is equal to or less than the market value of the total portfolio.
Because the returns of the Equity Portfolio and of
the Underlying Index are expected to be substantially similar, the sale of such
call options (which are generally considered to be “uncovered”)
may have the impact of reducing average equity market exposure of the Fund and
capping potential gains from the Fund’s
Equity Portfolio. To seek to offset this embedded directional short equity
market exposure in the written call options, the Fund
will add incremental long equity market exposure, with an objective of enhancing
total return. The incremental long equity market
exposure may be achieved through investing in derivatives, including in futures
on the Underlying Index or in options on the Underlying
Index or the Underlying ETF, including FLEX Options that reference the
Underlying Index or Underlying ETF. The amount
of the incremental long equity market exposure seeks to match the initial
directional market exposure of the call options when
they were written. This is intended to allow the Fund to maintain an average
target beta of approximately 1.0, whereby “beta” is
defined as a measure of a stock’s volatility relative to the overall market. The
overall market, such as the S&P 500 Index, has a beta of
1.0 while a stock or portfolio that is more (less) volatile than the market over
time has a beta above (below) 1.0. Derivative instruments
used by the Fund will be counted toward the Fund’s 80% policy discussed above to
the extent they have economic characteristics
similar to the securities included within that
policy.
In
general, an option contract is an agreement between a buyer and a seller that
gives the purchaser of the option the right to purchase
(in the case of a call option) or sell (in the case of a put option) the
underlying asset (or deliver cash equal to the change in value
of an underlying asset or index) at a specified price (“strike price”) within a
specified time period or at a specified future date. Selling
a call option entitles the seller to a premium equal to the value of the option
at the time of the trade. In the event the underlying
asset declines in value, the value of a call option will generally decrease (and
may end up worthless). Conversely, in the event
the underlying asset appreciates in value, the value of a call option will
generally increase.
FLEX Options are customizable exchange-traded
option contracts guaranteed for settlement by the Options Clearing Corporation
(the “OCC”). Option terms that can
be customized include exercise price, exercise styles, and expiration
dates.
A
call option is considered “out-of-the-money” when the strike price of the option
exceeds the current price of the underlying asset. By
selling call options, the Fund will receive premiums but will give up the
opportunity to benefit from potential increases in the value
of the Underlying Index above the exercise prices of such options. As a
result of writing call options, the Fund may forgo performance
in market environments with significant equity market appreciation in which the
Underlying Index exceeds the strike price
of the written call option. However, the Sub-Adviser will seek to “ladder” the
Fund’s written call option positions to mitigate this
risk. “Laddering” is an investment technique that utilizes multiple option
positions over multiple expiration dates to reduce the concentration
risk of a concentrated exposure to a single option expiration and to create more
opportunities to roll option positions (i.e.,
one option position expires and a new option position is opened in the same
underlying security) during extended periods of market
appreciation. In this regard, the Sub-Adviser expects to write more frequent,
short-dated call options with one to two-week expirations
in tranches with such expirations being staggered approximately every two to
four trading days. The Sub-Adviser believes that
this may provide the opportunity for a more diversified options portfolio with
more consistent greater upside appreciation profile
compared to a written call option portfolio with a single
position.
Parametric | Fund
Summary
Parametric
Equity Plus ETF (Con’t)
The
Fund will also incorporate a risk management strategy implemented through the
purchase of put options on the Underlying Index,
which is intended to partially hedge the Fund’s exposure to equity market
losses. Rather than seek to hedge the Fund’s exposure
to absolute equity market loss (that is, to result in portfolio losses that are
less than the losses of the Underlying Index), the objective
of the risk management strategy is to seek to prevent against portfolio losses
that exceed the losses of the Underlying Index during
periods of significant declines in the Underlying
Index.
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:
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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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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. 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. 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. 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. In
the event that trading in the underlying FLEX Options is limited or
absent, the value of the Fund’s FLEX Options may decrease.
There is no guarantee that a liquid secondary trading market will exist
for the FLEX Options. The trading in FLEX Options
may be less deep and liquid than the market for certain other securities,
including certain non-customized option contracts.
In a less liquid market for the FLEX Options, terminating the FLEX Options
may require the payment of a premium or
acceptance of a discounted price and may take longer to complete.
Additionally, the liquidation of a large number of FLEX Options
may more significantly impact the price in a less liquid market. Further,
the Fund requires a sufficient number of participants
to facilitate the purchase and sale of options on an exchange to provide
liquidity to the Fund for its FLEX Option positions.
A less liquid trading market may adversely impact the value of the FLEX
Options and the value of your
investment. |
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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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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 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
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Parametric | Fund
Summary
Parametric
Equity Plus ETF (Con’t)
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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. |
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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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Call
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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The
Fund will also incur a form of economic leverage through its use of call
options and other derivatives that seek to manage the overall
directional market exposure, which could increase the volatility of the
Fund’s returns and may increase the risk of loss to the
Fund. |
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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. |
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FLEX
Options.
The Fund may utilize FLEX Options guaranteed for settlement by the OCC.
The FLEX Options traded by the Fund
are listed on the Chicago Board Options Exchange. Options positions are
marked to market daily. Although guaranteed for settlement
by the OCC, FLEX Options are still subject to counterparty risk with the
OCC and may be less liquid than more traditional
exchange-traded option contracts. The Fund bears the risk that the OCC
will be unable or unwilling to perform its obligations
under the FLEX Options contracts. In the unlikely event that the OCC
becomes insolvent or is otherwise unable to meet
its settlement obligations, the Fund could suffer significant losses. FLEX
Options are subject to the risk that they may be less liquid
than certain other securities, such as standardized options. In less
liquid markets, termination of FLEX Options may require the
payment of a premium or acceptance of a discounted price and may take
longer to complete and/or the liquidation of a large number
of options may significantly impact the price of the options and may
adversely impact the value of your investment. Additionally,
in connection with the creation and redemption of Fund shares, to the
extent market participants are not willing or able
to enter into FLEX Option transactions with the Fund at prices that
reflect the market price of Fund shares, the Fund’s NAV and,
in turn the share price of the Fund, could be negatively
impacted. As
an in-the-money FLEX Option approaches its expiration date, its value
typically will increasingly move with the value of the Underlying
Index or the Underlying ETF. However, the value of the FLEX Options prior
to the expiration date may vary because of
related factors other than the value of the Underlying Index or the
Underlying ETF. The value of the FLEX Options will be determined
based upon market quotations or using other recognized pricing methods.
Factors that may influence the value of the FLEX
Options generally include interest rate changes, dividends, the actual and
implied volatility levels of the Underlying Index’s or
the Underlying ETF’s share price, and the remaining time until the FLEX
Options expire, among others. The value of the FLEX
Options held by the Fund typically do not increase or decrease at the same
rate as the Underlying Index’s or the Underlying ETF’s
share price on a day-to-day basis due to these factors (although they
generally move in the same direction), and, as a result, the
Fund’s NAV may not increase or decrease at the same rate as the Underlying
Index or of the Underlying ETF’s share price. The
Fund may experience losses from certain FLEX Option positions and certain
FLEX Option positions may expire with little to no
value. |
Parametric | Fund
Summary
Parametric
Equity Plus ETF (Con’t)
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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
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. 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. |
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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. |
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• |
Underlying
ETF Risk.
The Fund invests in options that derive their value from the Underlying
ETF, 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 ETF. The value of the Underlying ETF will
fluctuate over time based on fluctuations in the values of
the securities that comprise the Underlying ETF, 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,
including a FLEX Option,
approaches its expiration date, its value typically will increasingly move
with
the value of the Underlying Index or the Underlying ETF. 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 or the Underlying ETF. 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 or the Underlying ETF, 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
or the Underlying ETF’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 Risk.
Transactions in some types of derivatives,
including FLEX Options,
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
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Parametric | Fund
Summary
Parametric
Equity Plus ETF (Con’t)
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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.
Counterparty risk generally refers to the risk that a counterparty on a
derivatives transaction may not be willing or able
to perform its obligations under the derivatives contract, and the related
risks of having concentrated exposure to such a counterparty.
The OCC acts as guarantor and central counterparty with respect to FLEX
Options. As a result, the ability of the Fund
to meet its objective depends on the OCC being able to meet its
obligations. In the event an OCC clearing member that is a counterparty
of the Fund were to become insolvent, the Fund may have some or all of its
FLEX Options closed without its consent
or may experience delays or other difficulties in attempting to close or
exercise its affected FLEX Options positions, both of
which would impair the Fund’s ability to deliver on its investment
strategy. The OCC’s rules and procedures are designed to facilitate
the prompt settlement of options transactions and exercises, including for
clearing member insolvencies. However, there is
the risk that the OCC and its backup system will fail if clearing member
insolvencies are substantial or widespread. In the unlikely
event that the OCC becomes insolvent or is otherwise unable to meet its
settlement obligations, the Fund could suffer significant
losses. |
|
• |
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
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. |
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
over the last 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.
Parametric | Fund
Summary
Parametric
Equity Plus ETF (Con’t)
Annual
Total Returns—Calendar Years
During
the periods shown in the bar chart above:
|
|
| |
|
High
Quarter |
06/30/25
|
10.69% |
|
Low
Quarter |
03/31/25
|
-4.85% |
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
11/7/24). |
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.
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 |
|
Perry
Li, CFA, FRM |
Senior
Investment Strategist of the Sub-Adviser |
Since
Inception |
|
Jennifer
Mihara |
Managing
Director of the Sub-Adviser |
Since
Inception |
|
Gordon
Wotherspoon |
Managing
Director of the Sub-Adviser |
April
2025 |
Parametric | Fund
Summary
Parametric
Equity Plus ETF (Con’t)
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 (when
available), will be 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
Equity Plus ETF
Investment
Objective
The
Fund seeks to provide long-term capital appreciation.
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 is an actively managed exchange-traded fund (“ETF”). The investment
objective of the Fund is to seek to provide long-term
capital appreciation. The Adviser and Parametric Portfolio Associates LLC (the
“Sub-Adviser”) seek to fulfill the Fund’s objective
by (1) investing in an underlying base portfolio of equity securities (the
“Equity Portfolio”) that primarily include equity securities
of companies included in the Solactive GBS United States 500 Index (the “Equity
Portfolio Index”) and (2) generating incremental
total return via “beta-neutral” call overwriting that combines selling call
options on the S&P 500® Index (the “Underlying
Index”) with offsetting long equity exposure, including through investment in
futures on the Underlying Index or in options
on the Underlying Index or on the SPDR S&P 500 ETF Trust (the “Underlying
ETF”), including Flexible Exchange Options
(“FLEX Options”) that reference the Underlying Index or Underlying
ETF.
Under
normal circumstances, the Fund invests 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.
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 (straddle rules, if applicable,
may defer losses realized by the Fund and accordingly increase capital gains;
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 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 portfolio.
The
Fund will also systematically sell (write) out-of-the-money call option
contracts, based on the Underlying Index, which have an expiration
date of approximately two weeks or less. The Fund will sell such call option
contracts on the Underlying Index in a notional
amount that is equal to or less than the market value of the total portfolio.
Because the returns of the Equity Portfolio and of
the Underlying Index are expected to be substantially similar, the sale of such
call options (which are generally considered to be “uncovered”)
may have the impact of reducing average equity market exposure of the Fund and
capping potential gains from the Fund’s
Equity Portfolio. To seek to offset this embedded directional short equity
market exposure in the written call options, the Fund
will add incremental long equity market exposure, with an objective of enhancing
total return. The incremental long equity market
exposure may be achieved through investing in derivatives, including in futures
on the Underlying Index or in options on the Underlying
Index or the Underlying ETF, including FLEX Options that reference the
Underlying Index or Underlying ETF. The amount
of the incremental long equity market exposure seeks to match the initial
directional market exposure of the call options when
they were written. This is intended to allow the Fund to maintain an average
target beta of approximately 1.0, whereby “beta” is
defined as a measure of a stock’s volatility relative to the overall market. The
overall market, such as the S&P 500 Index, has a beta of
1.0 while a stock or portfolio that is more (less) volatile than the market over
time has a beta above (below) 1.0. Derivative
Parametric | Details
of the Fund
Parametric
Equity Plus ETF (Con’t)
instruments
used by the Fund will be counted toward the Fund’s 80% policy discussed above to
the extent they have economic characteristics
similar to the securities included within that policy.
In
general, an option contract is an agreement between a buyer and a seller that
gives the purchaser of the option the right to purchase
(in the case of a call option) or sell (in the case of a put option) the
underlying asset (or deliver cash equal to the change in value
of an underlying asset or index) at a specified price (“strike price”) within a
specified time period or at a specified future date. Selling
a call option entitles the seller to a premium equal to the value of the option
at the time of the trade. In the event the underlying
asset declines in value, the value of a call option will generally decrease (and
may end up worthless). Conversely, in the event
the underlying asset appreciates in value, the value of a call option will
generally increase.
FLEX Options are customizable exchange-traded
option contracts guaranteed for settlement by the Options Clearing Corporation
(the “OCC”). Option terms that can
be customized include exercise price, exercise styles, and expiration
dates.
A
call option is considered “out-of-the-money” when the strike price of the option
exceeds the current price of the underlying asset. By
selling call options, the Fund will receive premiums but will give up the
opportunity to benefit from potential increases in the value
of the Underlying Index above the exercise prices of such options. As a
result of writing call options, the Fund may forgo performance
in market environments with significant equity market appreciation in which the
Underlying Index exceeds the strike price
of the written call option. However, the Sub-Adviser will seek to “ladder” the
Fund’s written call option positions to mitigate this
risk. “Laddering” is an investment technique that utilizes multiple option
positions over multiple expiration dates to reduce the concentration
risk of a concentrated exposure to a single option expiration and to create more
opportunities to roll option positions (i.e.,
one option position expires and a new option position is opened in the same
underlying security) during extended periods of market
appreciation. In this regard, the Sub-Adviser expects to write more frequent,
short-dated call options with one to two-week expirations
in tranches with such expirations being staggered approximately every two to
four trading days. The Sub-Adviser believes that
this may provide the opportunity for a more diversified options portfolio with
more consistent greater upside appreciation profile
compared to a written call option portfolio with a single position.
The
Fund will also incorporate a risk management strategy implemented through the
purchase of put options on the Underlying Index,
which is intended to partially hedge the Fund’s exposure to equity market
losses. Rather than seek to hedge the Fund’s exposure
to absolute equity market loss (that is, to result in portfolio losses that are
less than the losses of the Underlying Index), the objective
of the risk management strategy is to seek to prevent against portfolio losses
that exceed the losses of the Underlying Index during
periods of significant declines in the Underlying Index.
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.
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 and
disruption in financial markets and economies may be sudden and unexpected,
expose the Fund to greater risk, including risks 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
Parametric
|
Additional
Information About Fund Investment Strategies and Related Risks
Additional
Information About Fund Investment Strategies and Related Risks (Con’t)
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.
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.
Liquidity
The Fund
may make investments that are less liquid, 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. Illiquidity can also be caused by, among other
things, a drop in overall market trading volume,
an inability to find a willing buyer, or legal restrictions on the securities’
resale. 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.
In
the event that trading in the underlying FLEX Options is limited or absent, the
value of the Fund’s FLEX Options may decrease. There
is no guarantee that a liquid secondary trading market will exist for the FLEX
Options. The trading in FLEX Options may be less
deep and liquid than the market for certain other securities, including certain
non-customized option contracts. In a less liquid market
for the FLEX Options, terminating the FLEX Options may require the payment of a
premium or acceptance of a discounted price
and may take longer to complete. Additionally, the liquidation of a large number
of FLEX Options may more significantly impact
the price in a less liquid market. Further, the Fund requires a sufficient
number of participants to facilitate the purchase and sale
of options on an exchange to provide liquidity to the Fund for its FLEX Option
positions. A less liquid trading market may adversely
impact the value of the FLEX Options and the value of your
investment.
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.
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.
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.
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 seek to earn income. Derivative instruments used by
the Fund will 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
to satisfy its obligations
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,
foreign currency or contract, such as a swap agreement 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. When options are
purchased OTC, the Fund bears the risk that the counterparty that wrote the
option will be unable or unwilling to perform its obligations
under the option contract. 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. The Fund’s use of put options as part of
its risk management strategy may not fully protect the
Fund against declines in the portfolio the risk management strategy seeks to
prevent.
Futures.
A futures contract is a standardized, exchange-traded agreement to buy or sell a
specific quantity of an underlying asset, reference
rate or index at a specific price at a specific future time. While the value of
a futures contract tends to increase or decrease in tandem
with the value of the underlying instrument, differences between the futures
market and the market for the underlying asset may
result in an imperfect correlation. Depending on the terms of the
particular contract, futures contracts are settled through either physical
delivery of the underlying instrument on the settlement date or by payment of a
cash settlement amount on the settlement date.
A decision as to whether, when and how to use futures contracts involves the
exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected
events. In addition to the derivatives risks
discussed above, the prices of futures contracts can be highly volatile, using
futures contracts can lower total return, and the
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potential
loss from futures contracts can exceed the Fund’s initial investment in such
contracts. No assurance can be given that a liquid
market will exist for any particular futures contract at any particular time.
There is also the risk of loss by the Fund of margin deposits
in the event of bankruptcy of a broker with which the Fund has open
positions in the futures contract.
Call
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.
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.
The
Fund will also incur a form of economic leverage through its use of call options
and other derivatives that seek to manage the overall
directional market exposure, which may increase the volatility of the Fund’s
returns and may increase the risk of loss to the Fund.
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.
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 call 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 call 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 call 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.
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
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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
The Nasdaq Stock Market LLC (“Nasdaq”) and
may, therefore, have a material upward or downward effect on the market price of
the shares.
Clearing
Member Risk
Transactions
in some types of derivatives,
including FLEX Options,
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.
Counterparty risk also includes the related risk of having concentrated exposure
to such a counterparty.
The OCC
acts as guarantor and central counterparty with respect to FLEX Options. As a
result, the ability of the Fund to meet its objective
depends on the OCC being able to meet its obligations. In the event an OCC
clearing member that is a counterparty of the Fund
were to become insolvent, the Fund may have some or all of its FLEX Options
closed without its consent or may experience delays
or other difficulties in attempting to close or exercise its affected FLEX
Options positions, both of which would impair the Fund’s
ability to deliver on its investment strategy. The OCC’s rules and procedures
are designed to facilitate the prompt settlement of
options transactions and exercises, including for clearing member insolvencies.
However, there is the risk that the OCC and its backup
system will fail if clearing member insolvencies are substantial or widespread.
In the unlikely event that the OCC becomes insolvent
or is otherwise unable to meet its settlement obligations, the Fund could suffer
significant losses.
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 Nasdaq 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
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holdings,
and supply and demand for shares. The 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. 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 Nasdaq may be halted due to market conditions or for reasons that,
in the view of Nasdaq, make trading in shares
inadvisable. In addition, trading in shares on Nasdaq is subject to trading
halts caused by extraordinary market volatility pursuant
to Nasdaq “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
Nasdaq necessary to maintain the listing of the Fund
will continue to be met or will remain unchanged.
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.
Underlying
ETF Risk
The
Fund invests in options that derive their value from the Underlying ETF, 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 ETF.
The value of the Underlying ETF will fluctuate over time based on fluctuations
in the values of the securities that comprise
the Underlying ETF, 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,
including a FLEX Option,
approaches its expiration date, its value typically will increasingly move with
the value of the Underlying
Index or the Underlying ETF.
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 or the Underlying ETF. 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 or the Underlying
ETF, 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 or the Underlying ETF’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 or the Underlying ETF 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 or the
Underlying ETF and thus the Fund.
FLEX
Options
The
Fund may utilize FLEX Options guaranteed for settlement by the OCC. The
FLEX Options traded by the Fund are listed on the
Chicago Board Options Exchange. Options positions are marked to market daily.
Although guaranteed for settlement by the OCC,
FLEX Options are still subject to counterparty risk with the OCC and may be less
liquid than more traditional exchange-traded
option contracts. The Fund bears the risk that the OCC will be unable or
unwilling to perform its obligations under the FLEX
Options contracts. In the unlikely event that the OCC becomes insolvent or is
otherwise unable to meet its settlement obligations,
the Fund could suffer significant losses. FLEX Options are subject to the risk
that they may be less liquid than certain other
securities, such as standardized options. In less liquid markets, termination of
FLEX Options may require the payment of a premium
or acceptance of a discounted price and may take longer to complete and/or the
liquidation of a large number of options may
significantly impact the price of the options and may adversely impact the value
of your investment. Additionally, in connection with
the creation and redemption of Fund shares, to the extent market participants
are not willing or able to enter into FLEX Option transactions
with the Fund at prices that reflect the market price of Fund shares, the Fund’s
NAV and, in turn the share price of the Fund,
could be negatively impacted.
As
an in-the-money FLEX Option approaches its expiration date, its value typically
will increasingly move with the value of the Underlying
Index or the Underlying ETF. However, the value of the FLEX Options prior
to the expiration date may vary because of
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related
factors other than the value of the Underlying Index or the Underlying ETF. The
value of the FLEX Options will be determined
based upon market quotations or using other recognized pricing methods. Factors
that may influence the value of the FLEX
Options generally include interest rate changes, dividends, the actual and
implied volatility levels of the Underlying Index’s or the
Underlying ETF’s share price, and the remaining time until the FLEX Options
expire, among others. The value of the FLEX Options
held by the Fund typically do not increase or decrease at the same rate as the
Underlying Index’s or the Underlying ETF’s share
price on a day-to-day basis due to these factors (although they generally move
in the same direction), and, as a result, the Fund’s
NAV may not increase or decrease at the same rate as the Underlying Index’s or
the Underlying ETF’s share price. The Fund may
experience losses from certain FLEX Option positions and certain FLEX Option
positions may expire with little to no value. The
Fund may experience substantial downside from specific FLEX Option
positions.
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 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.
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Additional
Information About Fund Investment Strategies and Related Risks
Additional
Information About Fund Investment Strategies and Related Risks (Con’t)
Tax
Risk
The
Fund intends to limit the overlap between its stock holdings in
the Equity Portfolio (including the
underlying constituents of its
futures
contracts)
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 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.
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.
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.
The
Adviser has agreed to waive a portion of its management fee for the Fund so that
Total Annual Fund Operating Expenses of the Fund
will not exceed 0.10%. In determining the actual amount of fee waiver for the
Fund, the Adviser excludes from total annual operating
expenses 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. The
fee waiver will continue until February 1, 2027 or until such time as the Board
of Trustees acts to discontinue all or a portion of such
waiver when it deems such action is appropriate.
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; Perry Li, CFA, FRM; Jennifer
Mihara; 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. Mr. Li, Senior Investment Strategist, joined the
Sub-Adviser in 2014. Ms. Mihara, Managing Director,
Head
of Equity Fund
Management, joined the Sub-Adviser in 2005.
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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Shareholder
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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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Shareholder
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Shareholder
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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 Nasdaq. Nasdaq 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,
Nasdaq
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
Nasdaq 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 Nasdaq 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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Shareholder
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Information (Con’t)
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. Based on the Fund’s strategy,
it is anticipated that the Fund will not make significant long-term capital gain
distributions.
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
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. A
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 and the underlying constituents
of its futures contracts will be sufficiently dissimilar from the underlying
constituents of its option contracts 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.
Under
Section 1256 of the Internal Revenue Code, certain types of exchange-traded
options are treated as if they were sold (i.e., “marked
to market”) at the end of each year. The Fund does not intend to treat certain
of its options contracts as being subject to
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Shareholder
Information
Shareholder
Information (Con’t)
Section
1256, which means that such positions will not be marked to market, and
disposition of such positions will likely result in short-term
capital gains or losses to the Fund.
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.
Parametric
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Shareholder
Information
Shareholder
Information (Con’t)
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
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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
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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
Equity Plus ETF
|
|
| |
|
|
|
Selected
Per Share Data and Ratios |
For
the Period from November
7, 2024(1) to
September 30, 2025 |
|
Net
Asset Value, Beginning of Period |
$ |
25.00 |
|
Income
(Loss) from Investment Operations: |
|
Net
Investment Income(2)
|
|
0.25 |
|
Net
Realized and Unrealized Gain |
|
3.46 |
|
Total
from Investment Operations |
|
3.71 |
|
Distributions
from and/or in Excess of: |
|
Net
Investment Income |
|
|
|
Net
Asset Value, End of Period |
$ |
28.47 |
|
Total
Return(3)
|
|
|
|
Ratios
to Average Net Assets and Supplemental Data: |
|
Net
Assets, End of Period (Thousands) |
$ |
24,198 |
|
Ratio
of Expenses(5)
|
|
|
|
Ratio
of Net Investment Income(5)
|
|
|
|
Ratio
of Rebate from Morgan Stanley Affiliates |
|
|
|
Portfolio
Turnover Rate(7)
|
|
|
|
|
|
|
| |
|
(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) |
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.