1933 Act Registration No. 333-215607
1940 Act Registration No. 811-23227
Washington, D.C. 20549
Kathleen H. Moriarty
Principal U.S. Listing Exchange: [ ]
Beginning on January 1, 2021, as permitted
by regulations adopted by the U.S. Securities and Exchange Commission (“SEC”), the Fund intends to no longer mail paper
copies of the Fund’s shareholder reports, unless you specifically request paper copies of the reports from the Fund or your
financial intermediary (such as a broker-dealer or bank). Instead, the reports will be made available on a website, and you will
be notified by mail each time a report is posted and provided with a website link to access the report. If you already have elected
to receive shareholder reports electronically (“e-delivery”), you will not be affected by this change and you need
not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime
by contacting your financial intermediary.
You may elect to receive all future reports
in paper free of charge. Please contact your financial intermediary to request that you continue to receive paper copies of your
shareholder reports. That election will apply to all Syntax funds held directly in your account.
The U.S. Securities and Exchange Commission
(“SEC”) has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus.
Any representation to the contrary is a criminal offense. Shares in the Fund are not guaranteed or insured by the Federal Deposit
Insurance Corporation or any other agency of the U.S. Government, nor are Shares deposits or obligations of any bank. It is possible
to lose money by investing in the Fund.
Table of Contents
SYNTAX STRATIFIED U.S. HEDGED EQUITY ETF
OBJECTIVE
The Syntax Stratified U.S. Hedged Equity
ETF (the “Fund”) seeks to obtain capital growth that meets or exceeds the performance of the S&P
Composite 1500® Index (the “1500”) by investing in ETFs or underlying securities that provide Stratified Weight
exposure to companies in the 1500 while seeking risk-managed growth via a defined risk hedging process.
FEES AND EXPENSES OF THE FUND
The table below describes the fees and
expenses that you may pay if you buy and hold shares of the Fund (“Fund Shares”). This table and the Example below
reflect the expenses of the Fund and do not reflect brokerage commissions you may pay on purchases and sales of Fund Shares.
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value
of your investment):
|
Management Fees
|
|
|
0.
|
[ ]%
|
|
Distribution and Service (12b-1) Fees
|
|
|
[None]
|
|
Acquired
Fund Fees and Expenses1
|
|
|
0.
|
[ ]%
|
|
Other
Expenses2
|
|
|
0.
|
[ ]%
|
|
Total annual Fund operating expenses
|
|
|
0.
|
[ ]%
|
|
Fee
Waiver/Expense Reimbursement3
|
|
|
0.
|
[ ]%
|
|
Total
annual Fund operating expenses after Fee Waiver/Expense Reimbursement3
|
|
|
0.
|
[ ]%
|
(1) The Fund may incur “Acquired
Fund Fees and Expenses.” Acquired Fund Fees and Expenses reflect the Fund’s prorate share of the fees and expenses
incurred by investing in other investment companies. Acquired Fund Fees and Expenses will be waived as per Note 3 below and this
waiver will not be terminated if the sponsor of the Acquired Funds is a related party to Syntax Advisors (the “Adviser”)
or Funds advised or subadvised by the Equity Sub-Advisor or the Options Sub-Advisor, as each is defined below. Acquired fund fees
and expenses are based on estimates for the current fiscal year.
(2) Other expenses have been estimated
for the current fiscal year. Actual expenses may be different. Acquired Fund Fees and Expenses are based on estimates for the current
fiscal year.
(3) Syntax Advisors, LLC (the “Adviser”)
has agreed to waive its fees and/or absorb expenses of the Fund to ensure that Total Annual Operating Expenses (except any (i)
interest expense, (ii) taxes, (iii) brokerage expenses and other expenses (such as stamp taxes) connected with the execution of
portfolio transactions or in connection with creation and redemption transactions, (iv) expenses associated with shareholder meetings,
(v) compensation and expenses of the Independent Trustees, (vi) compensation and expenses of the Trust’s chief compliance
officer and his or her staff, (vii) distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant
to Rule 12b-1 under the 1940 Act, (viii) legal fees or expenses in connection with any arbitration, litigation or pending or threatened
arbitration or litigation, including any settlements in connection therewith, and (ix) extraordinary expenses of the Fund) do not
exceed 0.[ ]%. Subject to approval by the Fund’s Board of Trustees, any waiver under the Expense Limitation Agreement is
subject to repayment by the Fund within 36 months following the month in which fees are waived or reimbursed, if on any particular
business day of the Fund, such repayment does not cause the Fund’s expense ratio (after the repayment is taken into account)
to exceed either: (i) the expense cap in place at the time such amounts were waived; or (ii) the Fund’s current expense cap
noted above. These arrangements cannot be terminated prior to one year from the effective date of this prospectus without the approval
of the Board of Trustees.
Example:
This Example is intended to help you compare
the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000
in the Fund for the time periods indicated, and then sell all of your Fund Shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Investors may pay
brokerage commissions on their purchases and sales of Fund Shares, which are not reflected in the example. Only the Year 1 dollar
amount shown below reflects the Adviser’s agreement to waive fees and/or reimburse fund expenses. Although your actual costs
may be higher or lower, based on these assumptions your costs would be:
Portfolio Turnover:
The Fund defined below) pays transaction
costs, such as commissions, when it buys and sells securities (or “turn over” its portfolios). A higher portfolio turnover
rate for the Fund may generate 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.
Because the Fund has not yet commenced operations, portfolio turnover information is not yet available.
PRINCIPAL STRATEGIES
The
Syntax Stratified U.S. Hedged Equity ETF (the “Fund”) seeks Stratified-Weight exposure to the securities in the 1500
though investments in ETFs or underlying securities. The Fund seeks to achieve its investment objective by investing in Syntax
Stratified Weight ETFs (each a “Syntax Underlying Fund” and collectively, the “Syntax Underlying Funds”
or “Underlying Funds”) or by investing in U.S. equity securities using the Stratified Weight methodology (“Securities”).
The Underlying Funds and the Securities will comprise the constituents of the S&P Composite 1500 Index®, which
is made up of the S&P 500®, S&P MidCap 400®, and S&P SmallCap 600® Indices.
The market capitalization of companies in the S&P Composite 1500 Index
as of [ ], 2019 was between $[ ] billion and $[ ] billion. The Fund will also invest in exchange-traded long-term put options on
the S&P 500 Index for hedging purposes, and will buy and sell exchange-traded put and call options on various equity indices
to seek to generate additional returns. The strategy used to select the Fund’s investments and its hedging strategy is called
the Stratified Defined Risk Strategy (“SDRS”).
SDRS combines Syntax’s
patented Stratified Weight methodology and the Defined Risk Strategy (“DRS”) of Swan Global Investments, LLC
(“Swan” or the “Options Sub-Adviser”). SDRS seeks to provide risk-managed growth of capital by
offering a strategy that seeks to match or exceed the long-term performance of the stock market without the traditional
losses incurred during bear markets. The SDRS strategy is based upon research by the Advisor and the Options Sub-Adviser
indicating that market timing and/or stock selection is extremely difficult and that combining rules-based diversification
with rules-based hedging are an important methodology with which to reduce both business risk and market risk.
Using a DRS approach, the Options Sub-Adviser
applies a put hedging strategy to hedge the Fund’s equity exposure. The Fund typically invests in long-term put options (referred
to as paying a premium) that gives the Fund the right to sell a security or index at a set (strike) price or sell the long-term
put option on an option exchange. The put strategy is executed using exchange-traded S&P 500 Index put options to hedge the
portfolio and to reduce volatility. The put strategy seeks to limit downside loss. Generally, S&P 500 Index put options have
an inverse relationship to the S&P 500 Index and its sector-specific constituents. To generate additional returns, the Options
Sub-Adviser buys and sells short-term (generally 1-3 month) put and call options on equity indices, such as the S&P 500
Index, Select Sector SDPR®s, Russell® 2000 Index, or other widely-traded ETFs. Additionally, the
Options Sub-Adviser will regularly engage in various spread option strategies. Spread option strategies involve, for example, selling
a 1-month call option while buying a 2-month call option. Some spread trades utilize 12 to 24-month options. Each option strategy
includes a hedging element so that the Fund is not exposed to significant losses on written options.
Under normal market conditions, the Advisor
expects to allocate between [ ]% and [ ]% to the funds or constituents representing S&P 500 (large-capitalization) universe
exposure, between [ ]% and [ ]% to the funds or constituents representing S&P MidCap 400 (mid-capitalization) universe exposure,
and between [ ]% and [ ]% to the funds or constituents that represent S&P 600 (small-capitalization) universe exposure. Vantage
Consulting Group (the “Equity Sub-Adviser”) will invest approximately 80% of the Fund’s assets (defined as net
assets plus any borrowing for investment purposes) in the Syntax Underlying Funds or Securities. In addition, the Options Sub-Adviser
may invest up to 20% of the Fund’s assets in exchange-traded, long-term put options on the S&P 500 Index for hedging
purposes. The Options Sub-Adviser may also buy or sell other exchange-traded put and call options on various equity indices to
seek to generate additional returns or for hedging purposes.
The Fund will provide shareholders with
at least 60 days’ notice prior to any material change in these investment policies. In addition, the Fund may invest up to
5% of its holdings in cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds.
The Fund is actively managed, and
the weighting of the Syntax Underlying Funds or the weighting of the Securities and that of the Options is expected to shift
over time, based on the outlook of the Advisor. The Advisor is responsible for setting the periodic allocation of the Fund
across its LargeCap, MidCap, and SmallCap exposure. The Syntax Underlying Funds use a “passive” or indexing
approach to try to achieve each Syntax Underlying Fund’s investment objective and avoid excessive exposure to related
business risks. The long-term protective put options are typically traded annually to protect capital and/or allow for profit
potential, by re-establishing a current-market strike price which depends on whether or not the market has increased or
decreased. Written call options are bought back when the sub-adviser believes they present an unfavorable risk and reward
profile. Purchased options are sold when the sub-adviser believes they present an unfavorable risk and reward profile or when
more attractive investments are available. The Fund may underperform the S&P Composite 1500 Index.
The Fund anticipates income from dividend
payments made by ETFs and individual securities, as well as income from short term trades and option premiums, although option
income is also described as capital appreciation for tax and accounting purposes. The Advisor anticipates the execution of ETF
trades through an exchange rather than trading directly with a fund.
Please see the Additional Strategies Information
section of the Fund’s prospectus for more information on the Syntax stratified weight methodology.
PRINCIPAL RISKS OF INVESTING IN THE
FUND
As with all investments, there are certain
risks of investing in the Fund. Fund Shares will change in value, and you could lose money by investing in the Fund.
LEVERAGING RISK: The use of leverage,
such as that embedded in options, could magnify the Fund’s gains or losses.
MANAGEMENT RISK: The Fund’s dependence
on stratification and judgments about the attractiveness, value and potential appreciation of particular investments or ETFs in
which the Fund invests may prove to be incorrect and may not produce the desired results. The Options Sub-Adviser’s dependence
on its DRS process and judgments about the attractiveness, value and potential appreciation of particular investments or ETFs and
options in which the Fund invests or writes may prove to be incorrect and may not produce the desired results.
MARKET RISK: Overall securities market
risks will affect the value of individual instruments in which the Fund invests. Factors such as economic growth and market conditions,
interest rate levels, and political events affect the US securities markets. When the value of the Fund’s investments goes
down, your investment in the Fund decreases in value and you could lose money.
OPTIONS RISK: Purchased put options
may expire worthless and may have imperfect correlation to the value of the Fund’s sector based investments. Written call
and put options may limit the Fund’s participation in equity market gains and may amplify losses in market declines. The
Fund’s losses are potentially large in a written put or call transaction. If unhedged, written calls expose the Fund to potentially
unlimited losses.
DERIVATIVES RISK: The Fund
invests in derivatives. Derivatives are financial instruments that derive their performance from an underlying reference
asset, such as an index. The return on a derivative instrument may not correlate with the return of its underlying reference
asset. Derivatives are subject to a number of risks described elsewhere in the Fund’s or the Syntax Underlying
Funds’ Prospectuses, such as market risk and issuer-specific risk. Derivatives can be volatile and may be less liquid
than other securities. As a result, the value of an investment in the Fund or the Syntax Underlying Funds may change quickly
and without warning and you may lose money.
EQUITY SECURITIES RISK: The value of
equity securities may increase or decrease as a result of market fluctuations, changes in interest rates and perceived trends in
stock prices.
LARGE-CAPITALIZATION SECURITIES RISK:
Returns on investments in securities of large companies could trail the returns on investments in securities of smaller and mid-sized
companies. Larger companies may be unable to respond as quickly as smaller and mid-sized companies to competitive challenges or
to changes in business, product, financial, or market conditions. Larger companies may not be able to maintain growth at the high
rates that may be achieved by well-managed smaller and mid-sized companies. Under certain market conditions, the capitalization
of a large-size company could decline to the extent that it exhibits the characteristics of a mid-capitalization company.
SMALL- AND MID-CAPITALIZATION SECURITIES
RISK: Investing in securities of small and mid-sized companies may involve greater volatility than investing in larger
and more established companies because small and mid-sized companies can be subject to more abrupt or erratic share price changes
than larger, more established companies, are more vulnerable to adverse business and economic developments,
and are more thinly traded relative to those of larger companies.
MARKET TRADING RISK: The Fund is a
new Fund and faces numerous market trading risks, including the potential lack of an active market for Fund Shares, losses from
trading in secondary markets, periods of high volatility and disruption in the creation/redemption process of the Fund. Any of
these factors, among others, may lead to Fund Shares trading at a premium or discount to net asset value (“NAV”).
LIQUIDITY RISK: Liquidity risk
exists when particular investments are difficult to purchase or sell. Certain investments may be subject to restrictions on
resale, trade over-the-counter or in limited volume, or lack an active trading market. Accordingly, the Fund may not be able
to sell or close out of such investments at favorable times or prices (or at all), or at the prices approximating those at
which the Fund currently values them; the Fund itself may also lack sufficient liquidity. There can be no guarantee that an
investor will be able to enter or exit a desired position efficiently or promptly. While the Adviser has engaged with
Authorized Participants to seek to make a liquid, efficient market in the Fund, investors in the fund may incur fees and
losses, including, but not limited to, upon taking an exiting a position, in the event that the Fund or its underlying
constituents are not highly liquid. Illiquid securities may trade at a discount from comparable, more liquid investments and
may be subject to wide fluctuations in market value.
NEW FUND RISK: The Fund is a new Fund.
As a new Fund, there can be no assurance that it will grow to or maintain an economically viable size, which may cause it to experience
greater tracking error to the Index than it otherwise would at a higher asset level, nor can there be assurance regarding Fund
performance; either factor may also cause the Fund to liquidate.
OPTIONS BASIS RISK: Purchasing exchange-traded,
long-term put options based upon the S&P 500 Index to hedge against downward movements in the Stratified Weight Indices comprising
the S&P 1500 creates the risk that the hedge may not be effective because the Stratified Weight Indices comprising the S&P
1500 contain more constituents and at different weightings than the S&P 500 Index. At times, the performance of the Stratified
Weight Indices comprising the S&P 1500 can and will differ from the S&P 500 Index upon which the options are based.
CYBER SECURITY RISK: The Fund and Syntax
Underlying Funds and their service providers may be susceptible to operational and information security risks resulting from a
breach in cyber security, including cyber-attacks. A breach in cyber security, intentional or unintentional, may adversely impact
the Fund and the Syntax Underlying Funds in many ways, including, but not limited to, disruption of the Fund’s or an Syntax
Underlying Fund’s operational capacity, loss of proprietary information, theft or corruption of data, denial-of-service attacks
on websites or network resources, and the unauthorized release of confidential information. Cyber-attacks affecting the Fund’s
and Syntax Underlying Funds’ third-party service providers, market makers, Authorized Participants, or the issuers of securities
in which the Fund or the Syntax Underlying Funds invest may subject the Fund or the Syntax Underlying Funds to many of the same
risks associated with direct cyber security breaches.
FUND PERFORMANCE
The Fund is new and does not yet have
a full calendar year of performance. After the Fund has been in operation for a full calendar year, total return information will
be presented. Updated performance information, which will be available by calling (866) 972-4492 or visiting our website at www.SyntaxAdvisors.com,
will provide some indication of the risks of investing in the Fund.
PORTFOLIO MANAGEMENT
Investment Adviser
Syntax Advisors, LLC serves as the investment adviser to the
Fund.
Equity Sub-Adviser
Vantage Consulting Group serves as an investment sub-adviser
to the Fund.
Options Sub-Adviser
Swan Global Investments, LLC serves as an investment sub-adviser
to the Fund.
Portfolio Managers
The professionals primarily responsible
for the day-to-day management of the Fund are:
|
Name
|
Firm
|
Start Date
|
|
James Thomas Wolfe
|
Vantage Consulting Group
|
Since the Fund’s Inception.
|
|
Randy Swan
|
Swan Global Investments, LLC
|
Since the Fund’s Inception.
|
|
Robert Swan
|
Swan Global Investments, LLC
|
Since the Fund’s Inception.
|
|
Chris Hausman
|
Swan Global Investments, LLC
|
Since the Fund’s Inception.
|
|
Micah Wakefield
|
Swan Global Investments, LLC
|
Since the Fund’s Inception.
|
PURCHASE AND SALE OF FUND SHARES
Individual Fund Shares may only be purchased
and sold on a national securities exchange through a broker-dealer. The price of Fund Shares is based on market price, and because
ETF shares trade at market prices rather than at NAV, Fund Shares may trade at a price greater than NAV (a premium) or less than
NAV (a discount). The Fund will only issue or redeem Fund Shares that have been aggregated into blocks of [25,000] Fund Shares
or multiples thereof (“Creation Units”) to authorized participants who have entered into agreements with the Fund’s
distributor. The Fund generally will issue or redeem Creation Units in return for a designated portfolio of securities (and an
amount of cash) that the Fund specifies each day.
TAX INFORMATION
The Fund’s distributions are expected
to be taxed as ordinary income, qualified dividend income and/or capital gains, unless you are investing through a tax-deferred
arrangement, such as a 401(k) plan or individual retirement account. However, subsequent withdrawals from such a tax-advantaged
account may be subject to U.S. federal income tax. You should consult your tax advisor about your specific situation.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase Fund Shares through a broker-dealer
or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund
Shares and related services. These payments may create conflicts of interest by influencing the broker-dealer or other intermediary
and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s
website for more information.
ADDITIONAL STRATEGIES INFORMATION
Please see “Principal Strategies”
section under “Fund Summary” above for a complete discussion of the Fund’s principal investment strategies.
The Underlying Funds track Syntax Indices
and the Securities may track or utilize Syntax Indices. Syntax Indices utilize a proprietary functional information system (“FIS”)
developed by Syntax, LLC, an affiliate of Syntax Advisors, LLC, the Fund’s investment adviser, to categorize, group, and
stratify constituent securities to create stratified-weighted indices. FIS is a patented technology for mapping economic relationships
between the constituent securities of the Index and for managing concentrations of related business risks. Related business risks
are not based on companies’ capitalization or past performance, but rather, are based on each company’s current business
functions and the functional economic relationships between them. By identifying these underlying business relationships –
common suppliers, customers, competitors, products, etc. – FIS identifies shared business risks in a securities portfolio.
When financial indices lack tools for identifying these risks, they can become highly exposed to groups of companies that share
related business risks.
FIS makes it possible to control for risks
shared by groups of related companies by: 1) organizing companies that share related business risks into well-defined functional
groups; and 2) weighting these groups to spread exposure across these underlying risks. Other commonly used industry and sector
classifications like Global Industry Classification Standard (“GICS”) and Standard Industrial Classification (“SIC”)
lack codified definitions and instead simply group together companies that “seem similar”. Syntax’s FIS-based
industries are engineered to minimize performance distortions caused by the uncontrolled risk exposures that are present in cap-weighted
financial indices. FIS-based sectors effectively group and limit weighting in companies that have shared business functions that
can make them perform similarly when events happen to change expectations in a given part of the economy.
By using FIS and stratification to control
for related business risks, Syntax expects to match or exceed the actual medium-to long-term performance of groups of companies
and provide results that are the product of effective diversification, rather than the overweighting of one or more outperforming
groups. Because FIS defines the functional parts of the economy, it produces a more stable composite of those functional parts.
While the major cap-weighted indices are designed to be a proxy for the total market, Syntax, LLC believes that the Syntax Stratified
Weight methodology serves as a better basis for medium-to-long-term investments over index-tracking funds. A number of factors
may affect the Fund’s or a Syntax Underlying Fund’s ability to achieve its objective, and there can be no guarantee that
the Fund or a Syntax Underlying Fund will achieve its objective.
These situations should be rare in U.S.
large and mid-cap companies, but in the event that a bankruptcy or other event occurs making a security illiquid, the Adviser of
a Syntax Underlying Fund intends to allocate to other similar holdings in the portfolio.
The Board of Trustees (the “Board”)
of Syntax ETF Trust may change the Fund’s or a Syntax Underlying Fund’s investment strategies and other policies without
shareholder approval, except as otherwise indicated in this Prospectus or in the statement of additional information (“SAI”)
or in the relevant Prospectus or SAI of a Syntax Underlying Fund. The Board may not change the Fund’s investment objective without
shareholder approval.
DESCRIPTION OF THE SYNTAX UNDERLYING
FUNDS
Syntax Stratified Large Cap ETF:
The Syntax Stratified Large Cap ETF seeks to provide investment results that, before expenses, correspond generally to the total
return performance of publicly traded equity securities of companies in the Syntax Stratified LargeCap Index, a stratified weight
version of the S&P 500 Index.
Syntax Stratified MidCap ETF: The
Syntax Stratified MidCap ETF seeks to provide investment results that, before expenses, correspond generally to the total return
performance of publicly traded equity securities of companies comprising the Syntax Stratified MidCap Index, a stratified weight
version of the S&P MidCap 400 Index.
Syntax Stratified SmallCap ETF:
The Syntax Stratified SmallCap ETF seeks to provide investment results that, before expenses, correspond generally to the total
return performance of publicly traded equity securities of companies in the Syntax Stratified SmallCap Index, a stratified weight
version of the S&P 600 Index.
ADDITIONAL RISK INFORMATION
The following section provides additional
information regarding certain of the principal risks identified under “Principal Risks of Investing in the Fund” in
the Fund Summary along with additional risk information.
Market Trading Risk:
Absence
of Active Market. Although Fund Shares are listed for trading on one or more stock exchanges, the Fund is a new fund and there
can be no assurance that an active trading market for such Fund Shares will develop or be maintained by market makers or Authorized
Participants.
Risk of Secondary
Listings. Fund Shares may be listed or traded on U.S. and non-U.S. stock exchanges other than the U.S. stock exchange
where the Fund’s primary listing is maintained. There can be no assurance that Fund Shares will continue to trade on any such
stock exchange or in any market or that Fund Shares will continue to meet the requirements for listing or trading on any
exchange or in any market. Fund Shares may be less actively traded in certain markets than in others, and investors are
subject to the execution and settlement risks and market standards of the market where they or their broker direct their
trades for execution. Certain information available to investors who trade Fund Shares on a U.S. stock exchange during
regular U.S. market hours may not be available to investors who trade in other markets, which may result in secondary market
prices in such markets being less efficient.
Shares are not Individually
Redeemable. Fund Shares may be redeemed at NAV by the Fund only in large lot sizes known as “Creation Units”, which
are expected to be worth in excess of one million dollars each. The Trust may not redeem Fund Shares in fractional Creation Units.
Only certain large institutions that enter into agreements with the Distributor are authorized to transact in Creation Units with
the Fund. These entities are referred to as “Authorized Participants.” All other persons or entities transacting in
Fund Shares must do so in the secondary market.
Derivatives Risk: The
Fund’s use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing
directly in securities and other traditional investments. These risks include (i) the risk that the counterparty to a derivative
transaction may not fulfill its contractual obligations; (ii) risk of mispricing or improper valuation; and (iii) the risk that
changes in the value of the derivative may not correlate perfectly with the underlying asset. Derivative prices are highly volatile
and may fluctuate substantially during a short period of time. Such prices are influenced by numerous factors that affect the markets,
including, but not limited to: changing supply and demand relationships; government programs and policies; national and international
political and economic events, changes in interest rates, inflation and deflation and changes in supply and demand relationships.
Trading derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly
in securities. Derivative contracts ordinarily have leverage inherent in their terms. The low margin deposits normally required
in trading derivatives, including futures contracts, permit a high degree of leverage. Accordingly, a relatively small price movement
may result in an immediate and substantial loss to the underlying ETF. The use of leverage may also cause the underlying ETF to
liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet collateral
segregation requirements. The use of leveraged derivatives can magnify the underlying ETFs’ potential for gain or loss and,
therefore, amplify the effects of market volatility on share price. Because option premiums paid or received are small in relation
to the market value of the investments underlying the options, buying and selling put and call options can be more speculative
than investing directly in securities.
Additional Non-Principal Risks
Secondary Market Trading Risk.
Fund Shares may trade in the secondary market at times when the Fund does not accept orders to purchase or redeem Fund Shares.
At such times, Fund Shares may trade in the secondary market with more significant premiums or discounts than might be experienced
at times when the Fund accepts purchase and redemption orders.
Secondary market trading in Fund
Shares may be halted by a stock exchange because of market conditions or for other reasons. In addition, trading in Fund
Shares on a stock exchange or in any market may be subject to trading halts caused by extraordinary market volatility
pursuant to “circuit breaker” rules on the stock exchange or market. There can be no assurance that the
requirements necessary to maintain the listing or trading of Fund Shares will continue to be met or will remain
unchanged.
Fund Shares, similar to shares of other
issuers listed on a stock exchange, may be sold short and are therefore subject to the risk of increased volatility associated
with short selling.
Fund Shares may trade at prices other
than NAV. Fund Shares trade on stock exchanges at prices at, above or below the Fund’s most recent NAV. The NAV of the Fund
is calculated at the end of each business day and fluctuates with changes in the market value of the Fund’s holdings. The trading
price of Fund Shares fluctuates continuously throughout trading hours based on both market supply of and demand for Fund Shares
and the underlying value of the Fund’s portfolio holdings or NAV. Also, in times of market stress, market makers or Authorized
Participants may step away from their respective roles in making a market for Fund Shares and in executing purchase or
redemption orders. As a result, the trading prices of Fund Shares may deviate significantly from NAV during periods of market volatility.
ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUND’S SHARES TRADING AT A PREMIUM OR DISCOUNT TO NAV. However, because
Fund Shares can be created and redeemed in Creation Units at NAV (unlike shares of many closed-end funds, which frequently trade
at appreciable discounts from, and sometimes at premiums to, their NAVs), Syntax believes that large discounts or premiums to the
NAV of the Fund are not likely to be sustained over the long term. While the creation/redemption feature is designed to make it
more likely that Fund Shares normally will trade on stock exchanges at prices close to the Fund’s next calculated NAV, exchange
prices are not expected to correlate exactly with the Fund’s NAV due to timing reasons, supply and demand imbalances and other
factors. In addition, disruptions to creations and redemptions, including disruptions at market makers or Authorized Participants,
or to market participants or during periods of significant market volatility, may result in trading prices for Fund Shares that
differ significantly from its NAV.
Costs of Buying or Selling Fund Shares.
Buying or selling Fund Shares on an exchange involves two types of costs that apply to all securities transactions. When buying
or selling Fund Shares through a broker, you will likely incur a brokerage commission or other charges imposed by brokers as determined
by that broker. In addition, you may incur the cost of the “spread,” that is, the difference between what investors
are willing to pay for Fund Shares (the “bid” price) and the price at which they are willing to sell Fund Shares (the
“ask” price). Because of the costs inherent in buying or selling Fund Shares, frequent trading may detract significantly
from investment results and an investment in Fund Shares may not be advisable for investors who anticipate regularly making small
investments.
Continuous Offering. The
method by which Creation Units are purchased and traded may raise certain issues under applicable securities laws. Because
new Creation Units are issued and sold by the Fund on an ongoing basis, at any point a “distribution,” as such
term is used in the Securities Act, may occur. 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 Transfer Agent, breaks them down into individual Fund Shares, and sells such Fund Shares directly
to customers, or if it chooses to couple the creation of a supply of new Fund Shares with an active selling effort involving
solicitation of Secondary Market demand for Fund 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 categorization as an underwriter.
U.S. Tax Risks: To qualify for the
favorable U.S. federal income tax treatment accorded to regulated investment companies, the Fund must satisfy certain income, asset
diversification and distribution requirements. If, for any taxable year, the Fund does not qualify as a regulated investment company,
all of its taxable income (including its net capital gain) for that year would be subject to tax at regular corporate rates without
any deduction for distributions to its shareholders, and such distributions would be taxable to its shareholders as dividend income
to the extent of the Fund’s current and accumulated earnings and profits. The tax treatment of certain derivatives is unclear
for purpose of determining the Fund’s tax status.
MANAGEMENT
BOARD OF TRUSTEES. The
Board of Trustees is responsible for overseeing the management and business affairs of the Fund. The Board oversees the operations
of the Fund by its officers. The Board also reviews management of the Fund’s assets by the investment adviser and sub-adviser.
Information about the Board of Trustees and executive officers of the Fund is contained in the SAI.
ADVISER. Syntax Advisors,
LLC (“Syntax” or the “Adviser”) serves as the investment adviser to the Fund and, subject to the supervision
of the Board, is responsible for the investment management of the Fund, executed through the selection of the Sub-Advisers for portfolio
management and other agreed upon activities. Syntax has been a registered investment adviser since April 21, 2017. Syntax is owned
by Syntax, LLC and is controlled by Rory Riggs. As the Fund’s investment adviser, Syntax provides an investment management
program for the Fund and manages the investment of the Fund’s assets through sub-advisory relationships. [The Adviser operates
the Fund pursuant to an exclusion from registration as a commodity pool operator under the Commodity Exchange Act.] The Adviser’s
principal business address is One Liberty Plaza, 46th Fl., New York, NY 10006.
For the services provided to the Fund under
the Investment Advisory Agreement, the Fund expects to pay the Adviser the annual fee set forth below, which is based on a percentage
of the Fund’s average daily net assets.
|
Fund
|
Advisory Fee
|
|
Syntax Stratified U.S. Hedged
Equity ETF
|
0.[ ]%
|
Under the Investment Advisory Agreement,
the Adviser agrees to pay all expenses of the Fund, except (i) interest expense, (ii) taxes, (iii) brokerage expenses and
other expenses (such as stamp taxes) connected with the execution of portfolio transactions or in connection with creation and
redemption transactions, (iv) expenses associated with shareholder meetings, (v) compensation and expenses of the Independent
Trustees, (vi) compensation and expenses of the Trust’s chief compliance officer and his or her staff, (vii) distribution
fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, (viii) legal
fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration or litigation, including
any settlements in connection therewith, (ix) extraordinary expenses of the Fund and (x) fees payable to the Adviser. The payment
or assumption by the Adviser of any expense of the Fund that the Adviser is not required by the Investment Advisory Agreement
to pay or assume shall not obligate the Adviser to pay or assume the same or any similar expense of the Fund on any subsequent
occasion.
Contractual arrangements have been made
with Syntax, through one year from the effective date of this prospectus, to waive fees and/or reimburse fund expenses to the extent
that the Fund’s total operating expenses exceed the rates below, excluding, as applicable, (i) interest expense, (ii) taxes,
(iii) brokerage expenses and other expenses (such as stamp taxes) connected with the execution of portfolio transactions or in
connection with creation and redemption transactions, (iv) expenses associated with shareholder meetings, (v) compensation and
expenses of the Independent Trustees, (vi) compensation and expenses of the Trust’s chief compliance officer and his or her
staff, (vii) distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under
the 1940 Act, (viii) legal fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration
or litigation, including any settlements in connection therewith, (ix) extraordinary expenses of the Fund and (x) fees payable
to the Adviser. These arrangements cannot be terminated prior to one year from the effective date of this prospectus, without the
approval of the Fund’s Board of Trustees. Acquired Fund Fees and Expenses waiver will not be terminated if the Acquired Funds
is a related party to Syntax Advisors (the “Adviser”) or Funds advised or subadvised by the Equity Sub-Advisor or the
Options Sub-Advisor. Syntax is entitled to reimbursement by the Fund of fees waived or expenses reduced during any of the previous
36 months if on any day or month the estimated annualized fund operating expenses are less than the cap. The Fund may only make
repayments to the Syntax if such repayment does not cause the Fund’s expense ratio (after the repayment is taken into account)
to exceed both: (1) the Fund’s net expense ratio in place at the time such amounts were waived; and (2) the Fund’s
current net expense ratio (before recoupment).
|
Fund
|
Total Operating Expenses after Waiver/Reimbursement
|
|
Syntax Stratified U.S. Hedged Equity
ETF
|
0.[ ]%
|
SUB-ADVISERS. Pursuant
to an investment sub-advisory agreement with Syntax, Vantage Consulting Group (“Vantage” or the “Equity
Sub-Adviser”) serves as the equity sub-adviser to the Fund and performs the day to day management of the Fund and
places orders for the purchase and sale of securities for the Fund. For its services to the Fund, the Equity Sub-Adviser is
compensated by Syntax. The Equity Sub-Adviser has been a registered investment adviser since June 2, 1986 and is owned by
Mark T. Finn. As of [ ], 2019, the Equity Sub-Adviser managed approximately $[ ] billion in assets. The Equity
Sub-Adviser’s principal business address is 3500 Pacific Ave. Virginia Beach, VA 23451.
Pursuant to an investment sub-advisory
agreement with Syntax, Swan Global Investments, LLC (the “Options Sub-Adviser”) serves as the options sub-adviser to
the Fund and performs the day to day management of the Fund’s option strategies and places orders for the purchase and sale
of options for the Fund. For its services to the Fund, the Options Sub-Adviser is compensated by Syntax. The Options Sub-Adviser
has been a registered investment adviser since [ ] and is majority owned by Randy Swan. As of [ ], 2019, the Options Sub-Adviser
managed approximately $[ ] billion in assets. The Options Sub-Adviser’s principal business address is 41 Shell Castle, Humacao,
PR 00791.
A discussion regarding the Board’s
consideration of the investment advisory and sub-advisory agreements will be found in the Trust’s next Annual or Semi-Annual
Report to Shareholders, as applicable.
PORTFOLIO MANAGERS. The Fund is managed by
the portfolio managers listed below.
|
Portfolio Manager
|
Firm
|
Business Experience over Past 5 Years
|
|
James Thomas Wolfe
|
Vantage Consulting Group
|
Mr. Wolfe currently serves as portfolio manager. He has held a variety of positions since joining Vantage in 1988 including trader, operations manager, and systems developer specializing in quantitative modeling, and he is currently head trader. Mr. Wolfe is an investment professional with over 30 years of experience. Mr. Wolfe received his BA from Virginia Wesleyan College in 1983 and an MBA from the College of William and Mary in 1989.
|
|
Randy Swan
|
Swan Global Investments, LLC
|
Randy Swan is the President and founder of Swan Capital Management and oversees the team that runs all of the firm’s investment activities. Before starting the Sub-Adviser in 2014 and Swan Global Investments, LLC in 1997, Mr. Swan was a Senior Manager for KPMG working in the financial services sector. Mr. Swan is a 1990 graduate of the University of Texas with a BBA and a MPA (Master’s Degree in Professional Accounting).
|
|
Robert Swan
|
Swan Global Investments, LLC
|
Robert Swan serves as the Chief Operating Officer and a portfolio manager of Swan Capital Management, providing daily oversight of operations, investment management, trading, and the development and maintenance of proprietary technologies enabling the firms to scale and execute the DRS strategy across multiple funds and platforms. Prior to joining affiliated Adviser Swan Global Investments, LLC in 2010 and the sub-adviser in 2014, Mr. Swan worked at Boeing Company as a flight testing and aerodynamics engineer. Mr. Swan graduated from the University of Texas with a BS in Aeronautical and Astronautical Engineering.
|
|
Chris Hausman
|
Swan Global Investments, LLC
|
Chris Hausman serves as a portfolio manager of the sub-adviser, with responsibility for risk management and assisting in the daily operations and trading for all DRS investments and positions. Prior to joining the Sub-Adviser in 2015, Mr. Hausman served in various roles at Saliba Portfolio Management, including Senior Portfolio Manager, Chief Portfolio Strategist and Director of Trading Operations. Mr. Hausman is a graduate of the University of Pennsylvania’s Wharton School of Business with a BS in Finance, and is also a Chartered Market Technician.
|
|
Micah Wakefield
|
Swan Global Investments, LLC
|
Micah Wakefield serves as a portfolio manager of the Sub-Adviser, with responsibility for risk management and assisting in the daily management for all DRS investments and positions. Prior to joining the sub-adviser in 2014, Mr. Wakefield spent over five years as director of trading and operations at a financial advisory firm. Mr. Wakefield has a B.A. in Liberal Studies and an MBA from Liberty University. He also holds the Chartered Alternative Investment Analyst designation (CAIA®).
|
Additional information about each portfolio
manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of securities
in the Fund is available in the SAI.
Administrator, Custodian and Transfer
Agent
State Street Bank and Trust Company is
the Administrator for the Fund and the Syntax Underlying Funds, the Transfer Agent to the Fund and the Custodian for the Fund’s
assets.
Distributor
Foreside Fund Services, LLC (the “Distributor”)
is the distributor of the Fund Shares. The Distributor will not distribute Fund Shares in less than Creation Units, and it does
not maintain a secondary market in the Fund Shares. The Distributor may enter into selected dealer agreements with other broker-dealers
or other qualified financial institutions for the sale of Creation Units of Fund Shares.
Independent Registered Public Accounting
Firm
[
] serves as the independent registered public accounting firm for the Trust.
Legal Counsel
Chapman and Cutler LLP serves as legal
counsel to the Trust, the Fund and the Syntax Underlying Funds.
INDEX/TRADEMARK LICENSES AND DISCLAIMER
The Fund is not sponsored, endorsed, sold
or promoted by S&P Dow Jones Indices. S&P Dow Jones Indices does not make any representation or warranty, express or implied,
to the owners of the Fund or any member of the public regarding the advisability of investing in securities generally or in the
Fund particularly or the ability of the Index to track general market performance. S&P Dow Jones Indices’ only relationship
to Syntax, LLC with respect to the Index is the licensing of the S&P 500® Index and its constituents, certain trademarks,
service marks and trade names of S&P Dow Jones Indices, and the provision of the calculation services related to the Index.
S&P Dow Jones Indices is not responsible for and has not participated in the determination of the prices and amount of the
Fund or the timing of the issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund
may be converted into cash or other redemption mechanics. S&P Dow Jones Indices has no obligation or liability in connection
with the administration, marketing or trading of the Fund. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion
of a security within the Index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is
it investment advice.
S&P DOW JONES INDICES DOES NOT
GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY
COMMUNICATION WITH RESPECT THERETO, INCLUDING, ORAL, WRITTEN, OR ELECTRONIC COMMUNICATIONS. S&P DOW JONES INDICES SHALL
NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN EXCEPT THOSE ARISING FROM FRAUD OR
GROSS NEGLIGENCE ON THE PART OF S&P. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY
SYNTAX, LLC, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED
THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING
LOSSES, LOST TIME, OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT,
STRICT LIABILITY, OR OTHERWISE.
ADDITIONAL PURCHASE AND SALE INFORMATION
The Fund Shares are listed for secondary
trading on [ ] (the “Exchange”) and individual Fund Shares may only be purchased and sold in the secondary market through
a broker-dealer. The secondary markets are closed on weekends and also are generally closed on the following holidays: New Year’s
Day, Dr. Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day (observed), Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The Exchange may close early on the business day before certain holidays and on the day after
Thanksgiving Day. Exchange holiday schedules are subject to change without notice. If you buy or sell Fund Shares in the secondary
market, you will pay the secondary market price for Fund Shares. In addition, you may incur customary brokerage commissions and
charges and may pay some or all of the spread between the bid and the offered price in the secondary market on each leg of a round
trip (purchase and sale) transaction.
The trading prices of Fund Shares will
fluctuate continuously throughout trading hours based on market supply and demand rather than the Fund’s NAV, which is calculated
at the end of each business day. Fund Shares will trade on the Exchange at prices that may be above (i.e., at a premium) or below
(i.e., at a discount), to varying degrees, the daily NAV of the Fund Shares. The trading prices of Fund Shares may deviate significantly
from its net asset value during periods of market volatility. Given, however, that Fund Shares can be issued and redeemed daily
in Creation Units, the Adviser believes that large discounts and premiums to NAV should not be sustained over long periods. Information
showing the number of days the market price of Fund Shares was greater than the Fund’s NAV and the number of days it was
less than the Fund’s NAV (i.e., premium or discount) for various time periods is available by visiting the Fund’s website
at www.SyntaxAdvisors.com.
The Exchange will disseminate, every fifteen
seconds during the regular trading day, an indicative optimized portfolio value (“IOPV”) relating to the Fund. The
IOPV calculations are estimates of the value of the Fund’s NAV per Share using market data converted into U.S. dollars at
the current currency rates. The IOPV price is based on quotes and closing prices from the securities’ local market and may
not reflect events that occur subsequent to the local market’s close. Premiums and discounts between the IOPV and the market
price may occur. This should not be viewed as a “real-time” update of the NAV per Share of the Fund, which is calculated
only once a day. Neither the Fund, nor the Adviser or any of their affiliates are involved in, or responsible for, the calculation
or dissemination of such IOPVs and make no warranty as to their accuracy.
The Fund does not impose any restrictions
on the frequency of purchases and redemptions; however, the Fund reserves the right to reject or limit purchases at any time as
described in the SAI. When considering that no restriction or policy was necessary, the Board evaluated the risks posed by market
timing activities, such as whether frequent purchases and redemptions would occur, for example from an investor’s efforts
to take advantage of a potential arbitrage opportunity, and would interfere with the efficient implementation of the Fund’s
investment strategies, or whether they would cause the Fund to experience increased transaction costs. The Board considered that,
unlike traditional mutual funds, Fund Shares are issued and redeemed only in the large quantities of Creation Units available
only from the Fund directly, and that most trading in the Fund occurs on the Exchange at prevailing market prices and does not
involve the Fund directly. Given this structure, the Board determined that it is unlikely that (a) market timing would be attempted
by the Fund’s shareholders or (b) any attempts to market time the Fund by shareholders would result in negative impact to
the Fund or its shareholders.
BOOK ENTRY. Fund Shares are held in book-entry
form and no stock certificates are issued. The Depository Trust Company (“DTC”), through its nominee Cede & Co.,
is the record owner of all outstanding Fund Shares.
Investors owning Fund Shares are beneficial
owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Fund Shares. Participants
in DTC include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly
or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Fund Shares, you are not entitled to receive
physical delivery of stock certificates or to have Fund Shares registered in your name, and you are not considered a registered
owner of Fund Shares. Therefore, to exercise any right as an owner of Fund Shares, you must rely upon the procedures of DTC and
its participants.
These procedures are the same as those
that apply to any securities that you hold in book entry or “street name” form for any publicly-traded company. Specifically,
in the case of a shareholder meeting of the Fund, DTC assigns applicable Cede & Co. voting rights to its participants that
have Fund Shares credited to their accounts on the record date, issues an omnibus proxy and forwards the omnibus proxy to the Fund.
The omnibus proxy transfers the voting authority from Cede & Co. to the DTC participant. This gives the DTC participant through
whom you own Fund Shares (namely, your broker, dealer, bank, trust company or other nominee) authority to vote the Fund Shares,
and, in turn, the DTC participant is obligated to follow the voting instructions you provide.
DISTRIBUTIONS
DIVIDENDS AND CAPITAL GAINS. As
a shareholder, you are entitled to your share of the Fund’s income and net realized gains on its investments. The Fund pays
out substantially all of its net earnings to its shareholders as “distributions.”
The Fund typically earns income dividends
from stocks. These amounts, net of expenses and taxes (if applicable), are passed along to Fund shareholders as “income dividend
distributions.” The Fund realizes capital gains or losses whenever it sells securities. Net long-term capital gains are distributed
to shareholders as “capital gain distributions.”
Income dividend distributions, if any,
for the Fund are generally distributed to shareholders annually, but may vary significantly from period to period. Net capital
gains for the Fund are distributed at least annually. Dividends may be declared and paid more frequently or at any other times
to improve Index tracking or to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the
“Internal Revenue Code”).
Distributions in cash may be reinvested
automatically in additional whole Fund Shares only if the broker through whom you purchased Fund Shares makes such option available.
Distributions which are reinvested will nevertheless be taxable to the same extent as if such distributions had not been reinvested.
PORTFOLIO HOLDINGS DISCLOSURE
A description of the Fund’s policies
and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s SAI.
U.S. FEDERAL INCOME TAXATION
The following is a summary of certain U.S.
federal income tax considerations applicable to an investment in Fund Shares. The summary is based on the Internal Revenue Code,
U.S. Treasury Department regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as in
effect on the date of this Prospectus and all of which are subject to change, possibly with retroactive effect. In addition, this
summary assumes that a shareholder holds Fund Shares as capital assets within the meaning of the Internal Revenue Code and does
not hold Shares in connection with a trade or business. This summary does not address all potential U.S. federal income tax considerations
possibly applicable to an investment in Fund Shares, and does not address the consequences to Fund shareholders subject to special
tax rules, including, but not limited to, partnerships and the partners therein, tax-exempt shareholders, those who hold Fund Shares
through an IRA, 401(k) plan or other tax-advantaged account, and, except to the extent discussed below, “non-U.S. shareholders”
(as defined below). This discussion does not discuss any aspect of U.S. state, local, estate, and gift, or non-U.S., tax law. Furthermore,
this discussion is not intended or written to be legal or tax advice to any shareholder in the Fund or other person and is not
intended or written to be used or relied on, and cannot be used or relied on, by any such person for the purpose of avoiding any
U.S. federal tax penalties that may be imposed on such person. Prospective Fund shareholders are urged to consult their own tax
advisors with respect to the specific U.S. federal, state and local, and non-U.S., tax consequences of investing in Fund Shares,
based on their particular circumstances.
The Fund has not requested and will not
request an advance ruling from the U.S. Internal Revenue Service (the “IRS”) as to the U.S. federal income tax matters
described below. The IRS could adopt positions contrary to those discussed below and such positions could be sustained. Prospective
investors should consult their own tax advisors with regard to the U.S. federal tax consequences of the purchase, ownership or
disposition of Fund Shares, as well as the tax consequences arising under the laws of any state, locality, non-U.S. country or
other taxing jurisdiction. The following information supplements, and should be read in conjunction with, the section in the SAI
entitled “U.S. Federal Income Taxation.”
Tax Treatment of the Fund
The Fund intends to qualify and elect
to be treated as a separate “regulated investment company” (a “RIC”) under the Internal Revenue Code.
To qualify and remain eligible for the special tax treatment accorded to RICs, the Fund must meet certain annual income and quarterly
asset diversification requirements and must distribute annually at least 90% of the sum of (i) its “investment company taxable
income” (which includes dividends, interest and net short-term capital gains) and (ii) certain net tax-exempt income, if
any.
As a RIC, the Fund generally will not be
required to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes to its shareholders.
If the Fund fails to qualify as a RIC for any year (subject to certain curative measures allowed by the Internal Revenue Code),
the Fund will be subject to regular corporate-level U.S. federal income tax in that year on all of its taxable income, regardless
of whether the Fund makes any distributions to its shareholders. In addition, in such case, distributions will be taxable to the
Fund’s shareholders generally as ordinary dividends to the extent of the Fund’s current and accumulated earnings and
profits. The remainder of this discussion assumes that the Fund will qualify for the special tax treatment accorded to RICs.
The Fund will be subject to a 4% excise
tax on certain undistributed income if the Fund does not distribute to its shareholders in each calendar year at least 98% of its
ordinary income for the calendar year, 98.2% of its capital gain net income for the twelve months ended October 31 of such year,
plus 100% of any undistributed amounts from prior years. For these purposes, the Fund will be treated as having distributed any
amount on which it has been subject to U.S. corporate income tax for the taxable year ending within the calendar year. The Fund
intends to make distributions necessary to avoid this 4% excise tax, although there can be no assurance that it will be able to
do so.
The Fund may be required to recognize taxable
income in advance of receiving the related cash payment. For example, if the Fund invests in original issue discount obligations
(such as zero coupon debt instruments or debt instruments with payment-in-kind interest), the Fund will be required to include
in income each year a portion of the original issue discount that accrues over the term of the obligation, even if the related
cash payment is not received by the Fund until a later year. Under the “wash sale” rules, the Fund may not be able
to deduct currently a loss on a disposition of a portfolio security. As a result, the Fund may be required to make an annual income
distribution greater than the total cash actually received during the year. Such distribution may be made from the existing cash
assets of the Fund or cash generated from selling portfolio securities. The Fund may realize gains or losses from such sales, in
which event its shareholders may receive a larger capital gain distribution than they would in the absence of such transactions.
Tax Treatment of Fund Shareholders
Taxation of U.S. Shareholders
The
following is a summary of certain U.S. federal income tax consequences of the purchase, ownership and disposition of Fund
Shares applicable to “U.S. shareholders.” For purposes of this discussion, a “U.S. shareholder” is a
beneficial owner of Fund Shares who, for U.S. federal income tax purposes, is (i) an individual who is a citizen or resident
of the United States; (ii) a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) created
or organized in the United States or under the laws of the United States, or of any state thereof, or the District of
Columbia; (iii) an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless
of its source; or (iv) a trust, if (1) a U.S. court is able to exercise primary supervision over the administration of such
trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) the trust has
a valid election in place to be treated as a U.S. person.
Fund Distributions. In general,
Fund distributions are subject to U.S. federal income tax when paid, regardless of whether they consist of cash or property, and
regardless of whether they are re-invested in Fund Shares. However, any Fund distribution declared in October, November or December
of any calendar year and payable to shareholders of record on a specified date during such month will be deemed to have been received
by the Fund shareholder on December 31 of such calendar year, provided such dividend is actually paid during January of the following
calendar year.
Distributions of the Fund’s net investment
income (except, as discussed below, qualified dividend income) and net short-term capital gains are taxable as ordinary income
to the extent of the Fund’s current and accumulated earnings and profits. To the extent designated as capital gain dividends
by the Fund, distributions of the Fund’s net long-term capital gains in excess of net short-term capital losses (“net
capital gain”) are taxable at long-term capital gain tax rates to the extent of the Fund’s current and accumulated
earnings and profits, regardless of the Fund shareholder’s holding period in Fund Shares. Distributions of qualified dividend
income are, to the extent of the Fund’s current and accumulated earnings and profits, taxed to certain non-corporate Fund
shareholders at the rates generally applicable to long-term capital gain, provided that the Fund shareholder meets certain holding
period and other requirements with respect to the distributing Fund Shares and the distributing Fund meets certain holding period
and other requirements with respect to its dividend-paying stocks. Substitute payments received on Fund Shares that are lent out
will be ineligible for being reported as qualified dividend income.
The Fund intends to distribute its net
capital gain at least annually. However, by providing written notice to its shareholders no later than 60 days after its year-end,
the Fund may elect to retain some or all of its net capital gain and designate the retained amount as a “deemed distribution.”
In that event, the Fund pays U.S. federal income tax on the retained net capital gain, and the Fund shareholder recognizes a proportionate
share of the Fund’s undistributed net capital gain. In addition, the Fund shareholder can claim a tax credit or refund for
the shareholder’s proportionate share of the Fund’s U.S. federal income taxes paid on the undistributed net capital
gain and increase the shareholder’s tax basis in the Fund Shares by an amount equal to the shareholder’s proportionate
share of the Fund’s undistributed net capital gain, reduced by the amount of the shareholder’s tax credit or refund.
The Fund’s hedging strategy may reduce
or eliminate amounts that would otherwise be treated as qualified dividend income or capital gain dividends. Such dividends are
likely to be treated as ordinary dividends.
Distributions in excess of the Fund’s
current and accumulated earnings and profits will, as to each shareholder, be treated as a tax-free return of capital to the extent
of the shareholder’s tax basis in its Fund Shares, and generally as capital gain thereafter.
In addition, high-income individuals (and
certain trusts and estates) generally will be subject to a 3.8% Medicare tax on “net investment income” in addition
to otherwise applicable U.S. federal income tax. “Net investment income” generally will include dividends (including
capital gain dividends) received from the Fund and net gains from the redemption or other disposition of Fund Shares. Please consult
your tax advisor regarding this tax.
Investors considering buying Fund Shares
just prior to a distribution should be aware that, although the price of the Fund Shares purchased at such time may reflect the
forthcoming distribution, such distribution nevertheless may be taxable (as opposed to a non-taxable return of capital).
Sales of Fund Shares. Any capital
gain or loss realized upon a sale or exchange of Fund Shares generally is treated as a long-term gain or loss if the Fund Shares
have been held for more than one year. Any capital gain or loss realized upon a sale or exchange of Fund Shares held for one year
or less generally is treated as a short-term gain or loss, except that any capital loss on the sale or exchange of Fund Shares
held for six months or less is treated as long-term capital loss to the extent that capital gain dividends were paid (or deemed
to be paid) with respect to the Fund Shares.
Creation Unit Issues and Redemptions.
On an issue of Fund Shares as part of a Creation Unit where the creation is conducted in-kind, an Authorized Participant recognizes
capital gain or loss equal to the difference between (i) the fair market value (at issue) of the issued Fund Shares (plus any cash
received by the Authorized Participant as part of the issue) and (ii) the Authorized Participant’s aggregate basis in the
exchanged securities (plus any cash paid by the Authorized Participant as part of the issue). On a redemption of Fund Shares as
part of a Creation Unit where the redemption is conducted in-kind, an Authorized Participant recognizes capital gain or loss equal
to the difference between (i) the fair market value (at redemption) of the securities received (plus any cash received by the Authorized
Participant as part of the redemption) and (ii) the Authorized Participant’s basis in the redeemed Fund Shares (plus any
cash paid by the Authorized Participant as part of the redemption). However, the IRS may assert, under the “wash sale”
rules or on the basis that there has been no significant change in the Authorized Participant’s economic position, that any
loss on creation or redemption of Creation Units cannot be deducted currently.
In general, any capital gain or loss recognized
upon the issue or redemption of Fund Shares (as components of a Creation Unit) is treated either as long-term capital gain or loss,
if the deposited securities (in the case of an issue) or the Fund Shares (in the case of a redemption) have been held for more
than one year, or otherwise as short-term capital gain or loss. However, any capital loss on a redemption of Fund Shares held for
six months or less is treated as long-term capital loss to the extent that capital gain dividends were paid (or deemed to be paid)
with respect to such Fund Shares.
Taxation of Non-U.S. Shareholders
The following is a summary
of certain U.S. federal income tax consequences of the purchase, ownership and disposition of Fund Shares applicable to “non-U.S.
shareholders.” For purposes of this discussion, a “non-U.S. shareholder” is
a beneficial owner of Fund Shares that is not a U.S. shareholder (as defined above) and is not an entity or arrangement treated
as a partnership for U.S. federal income tax purposes. The following discussion is based on current law and is for general information
only. It addresses only selected, and not all, aspects of U.S. federal income taxation.
With respect to non-U.S. shareholders of
the Fund, the Fund’s ordinary income dividends generally will be subject to U.S. federal withholding tax at a rate of 30%
(or at a lower rate established under an applicable tax treaty), subject to certain exceptions for “interest-related dividends”
and “short-term capital gain dividends” discussed below. U.S. federal withholding tax generally will not apply to any
gain realized by a non-U.S. shareholder in respect of the Fund’s net capital gain. Special rules apply with respect to dividends
of the Fund that are attributable to gain from the sale or exchange of “U.S. real property interests.”
In general, all “interest-related
dividends” and “short-term capital gain dividends” (each defined below) will not be subject to U.S. federal
withholding tax, provided that the non-U.S. shareholder furnished the Fund with a completed IRS Form W-8BEN or W-8BEN-E, as applicable,
(or acceptable substitute documentation) establishing the non-U.S. shareholder’s non-U.S. status and the Fund does not have
actual knowledge or reason to know that the non-U.S. shareholder would be subject to such withholding tax if the non-U.S. shareholder
were to receive the related amounts directly rather than as dividends from the Fund. “Interest-related
dividends” generally means dividends designated by the Fund as attributable to such Fund’s U.S.-source interest income,
other than certain contingent interest and interest from obligations of a corporation or partnership in which such Fund is at
least a 10% shareholder, reduced by expenses that are allocable to such income. “Short-term capital gain dividends”
generally means dividends designated by the Fund as attributable to the excess of such Fund’s net short-term capital gain
over its net long-term capital loss. Depending on its circumstances, the Fund may treat such dividends, in whole or in part, as
ineligible for these exemptions from withholding.
In
general, subject to certain exceptions, non-U.S. shareholders will not be subject to U.S. federal income or withholding tax in
respect of a sale or other disposition of Shares of the Fund.
To claim a
credit or refund for any Fund-level taxes on any undistributed net capital gain (as discussed above) or any taxes collected through
back-up withholding (discussed below), a non-U.S. shareholder must obtain a U.S. taxpayer identification number and file a U.S.
federal income tax return even if the non-U.S. shareholder would not otherwise be required to do so.
Back-Up
Withholding.
The Fund (or
a financial intermediary such as a broker through which a shareholder holds Shares in the Fund) may be required to report certain
information on the Fund shareholder to the IRS and withhold U.S. federal income tax (“backup withholding”) at a current
rate of 24% from taxable distributions and redemption or sale proceeds payable to the Fund shareholder if (i) the Fund shareholder
fails to provide the Fund with a correct taxpayer identification number or make required certifications, or if the IRS notifies
the Fund that the Fund shareholder is otherwise subject to backup withholding, and (ii) the Fund shareholder is not otherwise
exempt from backup withholding. Non-U.S. shareholders can qualify for exemption from backup withholding by submitting a properly
completed IRS Form W-8BEN or W-8BEN-E. Backup withholding is not an additional tax and any amount withheld may be credited against
the Fund shareholder’s U.S. federal income tax liability.
Foreign
Account Tax Compliance Act
The U.S. Foreign
Account Tax Compliance Act (“FATCA”) generally imposes a 30% withholding tax on “withholdable payments”
(defined below) made to (i) a “foreign financial institution” (“FFI”), unless the FFI enters into an agreement
with the IRS to provide information regarding certain of its direct and indirect U.S. account holders and satisfy certain due
diligence and other specified requirements, and (ii) a “non-financial foreign entity” (“NFFE”) unless
such NFFE provides certain information about its direct and indirect “substantial U.S. owners” to the withholding
agent or certifies that it has no such U.S. owners. The beneficial owner of a withholdable payment may be eligible for a refund
or credit of the withheld tax. The U.S. government also has entered into several intergovernmental agreements with other jurisdictions
to provide an alternative, and generally easier, approach for FFIs to comply with FATCA.
Withholdable
payments generally include, among other items, (i) U.S.-source interest and dividends, and (ii) gross proceeds from the sale or
disposition, occurring on or after January 1, 2019, of property of a type that can produce U.S.-source interest or dividends.
Proposed regulations would eliminate the requirement to withhold on dispositions.
The Fund may
be required to impose a 30% withholding tax on withholdable payments to a shareholder if the shareholder fails to provide the
Fund with the information, certifications or documentation required under FATCA, including information, certification or documentation
necessary for the Fund to determine if the shareholder is a non-U.S. shareholder or a U.S. shareholder and, if it is a non-U.S.
shareholder, if the non-U.S. shareholder has “substantial U.S. owners” and/or is in compliance with (or meets an exception
from) FATCA requirements. The Fund will not pay any additional amounts to shareholders in respect of any amounts withheld. The
Fund may disclose any shareholder information, certifications or documentation to the IRS or other parties as necessary to comply
with FATCA.
The requirements
of, and exceptions from, FATCA are complex. All prospective shareholders are urged to consult their own tax advisors regarding
the potential application of FATCA with respect to their own situation.
For a more
detailed tax discussion regarding an investment in the Fund, please see the section of the SAI entitled “U.S. Federal Income
Taxation.”
GENERAL INFORMATION
Syntax ETF
Trust was organized as a Delaware statutory trust on June 27, 2013. If shareholders of the Fund are required to vote on any matters,
shareholders are entitled to one vote for each Share they own. Annual meetings of shareholders will not be held except as required
by the 1940 Act and other applicable law. See the SAI for more information concerning the Trust’s form of organization.
For purposes
of the 1940 Act, shares of the Trust are issued by the respective series of the Trust and the acquisition of shares by investment
companies is subject to the restrictions of section 12(d)(1) of the 1940 Act. The Trust has received exemptive relief from
Section 12(d)(1) to allow registered investment companies to invest in the Fund and the Syntax Underlying Funds beyond the
limits set forth in Section 12(d)(1), subject to certain terms and conditions as set forth in an SEC exemptive order issued
to the Trust, including that such investment companies enter into an agreement with the Trust.
From time to
time, the Fund may advertise yield and total return figures. Yield is a historical measure of dividend income, and total return
is a measure of past dividend income (assuming that it has been reinvested) plus capital appreciation. Neither yield nor total
return should be used to predict the future performance of the Fund.
PREMIUM/DISCOUNT INFORMATION
Information
showing the number of days the market price of Fund Shares was greater than the Fund’s NAV per Share (i.e. at a premium)
and the number of days it was less than the Fund’s NAV per Share (i.e. at a discount) for various time periods is available
by visiting the Fund’s website at www.SyntaxAdvisors.com.
CODE OF ETHICS
The Trust,
the Adviser, the Equity Sub-Adviser, the Options Sub-Adviser and Foreside Financial Group, LLC (on behalf of Foreside Fund Officer
Services, LLC) have each adopted a code of ethics under Rule 17j-1 of the 1940 Act. These codes of ethics permit,
subject to certain conditions, personnel of each of those entities to invest in securities that may be purchased or held by the
Fund. The Distributor relies on the principal underwriters exception under Rule 17j-1(c)(3), specifically where the Distributor
is not affiliated with the Trust or the Adviser, and no officer, director or general partner of the Distributor serves as an officer,
director or general partner of the Trust or the Adviser. Each code of ethics is on public file with, and is available from, the
SEC.
DISTRIBUTION PLAN
The Fund has
adopted a Rule 12b-1 Distribution and Service Plan in accordance with Rule 12b-1 under the 1940 Act pursuant to which payments
of up to 0.25% of the Fund’s average daily net assets may be made for the sale and distribution of its Shares. However,
the Board of Trustees has determined not to authorize payment of a 12b-1 Plan fee at this time. The 12b-1 Plan fee may only be
imposed or increased when the Board of Trustees determines that it is in the best interests of shareholders to do so. [Because
Rule 12b-1 fees are paid out of the Fund’s assets, and over time, these fees increase the cost of your investment and they
may cost you more than certain other types of sales charges.]
OTHER INFORMATION
The Fund is
not sponsored, endorsed, sold or promoted by the Exchange. The Exchange makes no representation or warranty, express or implied,
to the owners of Fund Shares or any member of the public regarding the advisability of investing in securities generally or in
the Fund particularly or the ability of the Fund to achieve its objectives. The Exchange has no obligation or liability in connection
with the administration, marketing or trading of the Fund.
For purposes
of the 1940 Act, the Fund is a registered investment company, and the acquisition of Fund Shares by other registered investment
companies and companies relying on exemption from registration as investment companies under Section 3(c)(1) or 3(c)(7) of the
1940 Act is subject to the restrictions of Section 12(d)(1) of the 1940 Act, except as permitted by an exemptive order that permits
registered investment companies to invest in the Fund beyond those limitations.
FINANCIAL HIGHLIGHTS
Financial Highlights are not included
in this Prospectus because the Fund has not yet commenced operations.
WHERE TO
LEARN MORE ABOUT THE FUND
This Prospectus
does not contain all the information included in the Registration Statement filed with the SEC with respect to the Fund’s
Shares. The Fund’s SAI and, when available, the annual and semi-annual reports to shareholders, each of which will be filed
with the SEC, provide more information about the Fund. In the annual report, when available, you will find a discussion of the
market conditions and investment strategies that significantly affected the Fund’s performance during the Fund’s last
fiscal year, as applicable. The SAI and the financial statements included in the Trust’s annual report to shareholders are
incorporated herein by reference (i.e., they are legally part of this Prospectus). These materials may be obtained without charge,
upon request, by writing to the Distributor, Three Canal Plaza, Suite 100, Portland, Maine, 04101, by visiting the Fund’s
website at www.SyntaxAdvisors.com or by calling the following number: (866) 972-4492.
Investor Information:
The Registration
Statement, including this Prospectus, the SAI, and the exhibits as well as any shareholder reports, when available, may be reviewed
on the EDGAR Database on the SEC’s website (http://www.sec.gov). You may get copies of this and other information after paying
a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference
Section of the SEC, Washington, D.C. 20549-1520.
Shareholder
inquiries may be directed to the Fund in writing to Syntax Advisors, LLC at One Liberty Plaza, 46th Fl., New York, NY 10006 or
by calling the Investor Information number listed above.
No person has
been authorized to give any information or to make any representations other than those contained in this Prospectus in connection
with the offer of the Fund’s Shares, and, if given or made, the information or representations must not be relied upon as having
been authorized by the Trust or the Fund. Neither the delivery of this Prospectus nor any sale of Fund Shares shall under any
circumstance imply that the information contained herein is correct as of any date after the date of this Prospectus.
Dealers effecting
transactions in the Fund’s Shares, whether or not participating in this distribution, are generally required to deliver
a Prospectus. This is in addition to any obligation of dealers to deliver a Prospectus when acting as underwriters.
Investment Company
Act File No.:
811-23227
SUBJECT TO COMPLETION. THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT
IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PRELIMINARY PROSPECTUS DATED
MARCH [__], 2020
Syntax ETF Trust (the “Trust”)
|
Syntax Stratified LargeCap II ETF (SSPY)
|
March [_], 2020
Principal U.S. Listing Exchange: NYSE Arca, Inc.
The U.S. Securities and Exchange Commission
(“SEC”) has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus.
Any representation to the contrary is a criminal offense. Shares in the Fund are not guaranteed or insured by the Federal Deposit
Insurance Corporation or any other agency of the U.S. Government, nor are Shares deposits or obligations of any bank. It is possible
to lose money by investing in the Fund.
Table of Contents
Syntax Stratified
LargeCap II ETF
OBJECTIVE
The Syntax Stratified LargeCap II ETF (the
“Fund”) seeks to provide investment results that, before expenses, correspond generally to the total return performance
of publicly traded equity securities of companies in the Syntax Stratified LargeCap Index (the “Index”).
FEES AND EXPENSES OF THE FUND
The table below describes the fees and
expenses that you may pay if you buy and hold shares of the Fund (“Fund Shares”). This table and the Example below
reflect the expenses of the Fund and do not reflect brokerage commissions you may pay on purchases and sales of Fund Shares.
Annual Fund Operating Expenses
(Expenses that you pay
each year as a percentage of the value of your investment):
|
Management fees
|
|
|
0.45
|
%
|
|
Distribution and service (12b-1) fees
|
|
|
[None]
|
|
|
Other expenses1
|
|
|
[0.00]
|
%
|
|
Total annual Fund operating expenses
|
|
|
0.45
|
%
|
|
Fee Waiver/Expense Reimbursement2
|
|
|
0.15
|
%
|
|
Total annual Fund operating expenses after Fee Waiver/Expense Reimbursement2
|
|
|
0.30
|
%
|
(1) Other expenses have been
estimated for the current fiscal year. Actual expenses may be different.
(2) Syntax Advisors, LLC (the
“Adviser”) has agreed to waive its fees and/or absorb expenses of the Fund to ensure that Total Annual Operating Expenses
(except any (i) interest expense, (ii) taxes, (iii) acquired fund fees and expenses, (iv) brokerage expenses and other expenses
(such as stamp taxes) connected with the execution of portfolio transactions or in connection with creation and redemption transactions,
(v) expenses associated with shareholder meetings, (vi) compensation and expenses of the Independent Trustees, (vii) compensation
and expenses of the Trust’s chief compliance officer and his or her staff, (viii) distribution fees and expenses paid by
the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, (ix) legal fees or expenses in connection
with any arbitration, litigation or pending or threatened arbitration or litigation, including any settlements in connection therewith,
and (x) extraordinary expenses of the Fund) do not exceed 0.[ ]%. Subject to approval by the Fund’s Board of Trustees, any
waiver under the Expense Limitation Agreement is subject to repayment by the Fund within 36 months following the month in which
fees are waived or reimbursed, if such repayment does not cause the Fund’s expense ratio (after the repayment is taken into
account) to exceed both: (i) the expense cap in place at the time such amounts were waived; and (ii) the Fund’s current expense
cap. These arrangements cannot be terminated prior to one year from the effective date of this prospectus without the approval
of the Board of Trustees.
Example:
This Example is intended to help you
compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated, and then sell all of your Fund Shares at the end of those periods.
The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the
same. Investors may pay brokerage commissions on their purchases and sales of Fund shares, which are not reflected in the
example. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Portfolio Turnover:
The Fund pays transaction costs, such as
commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may
generate 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. Because the Fund has
not yet commenced operations, portfolio turnover information is not yet available.
PRINCIPAL STRATEGY
In seeking to track the performance of
the Index, the Fund employs a replication strategy, which means that the Fund typically invests in substantially all of the securities
represented in the Index in approximately the same proportions as the Index. Under normal market conditions, the Fund generally
invests substantially all, and at least 95% of its total assets in the securities comprising the Index. The Fund will provide shareholders
with at least 60 days’ notice prior to any material change in this 95% investment policy. In addition, the Fund may invest
in cash and cash equivalents or money market instruments, such as repurchase agreements and money market funds.
The Index, which was created by Syntax,
LLC, an affiliate of the Fund’s investment adviser, is the stratified-weight version of the widely used S&P 500®
Index and holds the same constituents as the S&P 500. “Stratified-weight” refers to the weighting methodology of
the Index and is the method by which Syntax diversifies its indices by hierarchically grouping and distributing the weight of constituent
companies that share “Related Business Risks.” Related Business Risk occurs when two or more companies’ earnings
are affected by the same fundamental drivers. The process of identifying, grouping, and diversifying across related business risk
is called stratification. The Index rebalances quarterly, on the third Friday of each quarter-ending month, and will typically
include 500 components equally allocated across eight industry sectors: consumer, energy, financials, food, healthcare, industrials,
information, and information tools. The market capitalization of companies in the S&P 500® Index as of [ ],
2019 was between $[ ] billion and $[ ] billion.
Please see the Additional Strategies Information
section of the Fund’s prospectus for more information on the methodology of the Syntax Indices.
PRINCIPAL RISKS OF INVESTING IN THE
FUND
As with all investments, there are certain
risks of investing in the Fund. Fund Shares will change in value, and you could lose money by investing in the Fund.
EQUITY SECURITIES RISK: The value of
equity securities may increase or decrease as a result of market fluctuations, changes in interest rates and perceived trends in
stock prices.
LARGE-CAPITALIZATION SECURITIES RISK:
Returns on investments in securities of large companies could trail the returns on investments in securities of smaller and mid-sized
companies. Larger companies may be unable to respond as quickly as smaller and mid-sized companies to competitive challenges or
to changes in business, product, financial, or market conditions. Larger companies may not be able to maintain growth at the high
rates that may be achieved by well-managed smaller and mid-sized companies. Under certain market conditions the capitalization
of a large-size company could decline to the extent that it exhibits the characteristics of a mid-capitalization company.
SMALL- AND MID-CAPITALIZATION SECURITIES
RISK: Investing in securities of small and mid-sized companies may involve greater volatility than investing in larger
and more established companies because small and mid-sized companies can be subject to more abrupt or erratic share price changes
than larger, more established companies, are more vulnerable to adverse business and economic developments,
and are more thinly traded relative to those of larger companies.
INDEX TRACKING RISK: While the Adviser
seeks to track the performance of the Index as closely as possible (i.e., achieve a high degree of correlation with the Index),
the Fund’s return may not match or achieve a high degree of correlation with the return of the Index due to operating expenses,
transaction costs, cash flows, regulatory requirements and operational inefficiencies. For example, the Adviser may anticipate
that it may take several business days for additions and deletions to an Index to be reflected in the portfolio composition of
the Fund.
PASSIVE STRATEGY/INDEX RISK: The Fund
is managed with a passive investment strategy, attempting to track the performance of an unmanaged index of securities. This differs
from an actively-managed fund, which typically seeks to outperform a benchmark index. As a result, the Fund may hold constituent
securities of the Index regardless of the current or projected performance of a specific security or a particular industry or market
sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could
cause the Fund’s return to be lower than if the Fund employed an active strategy.
MARKET TRADING RISK: The Fund is a
new Fund and faces numerous market trading risks, including the potential lack of an active market for Fund Shares, losses from
trading in secondary markets, periods of high volatility and disruption in the creation/redemption process of the Fund. Any of
these factors, among others, may lead to the Fund’s Shares trading at a premium or discount to NAV.
NEW FUND RISK: The Fund is a new Fund.
As a new Fund, there can be no assurance that it will grow to or maintain an economically viable size, which may cause it to experience
greater tracking error to the Index than it otherwise would at a higher asset level, nor can there be assurance regarding Fund
performance; either factor may also cause the Fund to liquidate.
CYBER SECURITY RISK: The Fund and Syntax
Underlying Funds and their service providers may be susceptible to operational and information security risks resulting from a
breach in cyber security, including cyber-attacks. A breach in cyber security, intentional or unintentional, may adversely impact
the Fund and the Syntax Underlying Funds in many ways, including, but not limited to, disruption of the Fund’s or an Syntax
Underlying Fund’s operational capacity, loss of proprietary information, theft or corruption of data, denial-of-service attacks
on websites or network resources, and the unauthorized release of confidential information. Cyber-attacks affecting the Fund’s
and Syntax Underlying Funds’ third-party service providers, market makers, Authorized Participants, or the issuers of securities
in which the Fund or the Syntax Underlying Funds invest may subject the Fund or the Syntax Underlying Funds to many of the same
risks associated with direct cyber security breaches.
FUND PERFORMANCE
The Fund is new and does not yet have
a full calendar year of performance. After the Fund has been in operation for a full calendar year, total return information will
be presented. Updated performance information, which will be available by calling (866) 972-4492 or visiting our website at www.SyntaxAdvisors.com,
will provide some indication of the risks of investing in the Fund.
PORTFOLIO MANAGEMENT
Investment Adviser
Syntax Advisors, LLC serves as the investment adviser to the
Fund.
Sub-Adviser
Vantage Consulting Group serves as the investment sub-adviser
to the Fund.
Portfolio Manager
The professional primarily responsible
for the day-to-day management of the Fund is:
|
Name
|
Start Date
|
|
James Thomas Wolfe
|
Since the Fund’s inception.
|
PURCHASE AND SALE OF FUND SHARES
Individual Fund Shares may only be purchased
and sold on a national securities exchange through a broker-dealer. The price of Fund Shares is based on market price, and because
ETF shares trade at market prices rather than at NAV, Shares may trade at a price greater than NAV (a premium) or less than NAV
(a discount). The Fund will only issue or redeem Shares that have been aggregated into blocks of 25,000 Shares or multiples thereof
(“Creation Units”) to authorized participants who have entered into agreements with the Fund’s distributor.
The Fund generally will issue or redeem Creation Units in return for a designated portfolio of securities (and an amount of cash)
that the Fund specifies each day.
TAX INFORMATION
The Fund’s distributions are expected
to be taxed as ordinary income, qualified dividend income and/or capital gains, unless you are investing through a tax-deferred
arrangement, such as a 401(k) plan or individual retirement account. However, subsequent withdrawals from such a tax-advantaged
account may be subject to U.S. federal income tax. You should consult your tax advisor about your specific situation.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase Fund Shares through a broker-dealer
or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund
Shares and related services. These payments may create conflicts of interest by influencing the broker-dealer or other intermediary
and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s
website for more information.
ADDITIONAL STRATEGIES INFORMATION
Please see “Principal Strategy”
section under “Fund Summary” above for a complete discussion of the Fund’s principal investment strategies.
The Index was developed and is maintained
in accordance with the following criteria: (1) each of the component securities in the Index is a constituent company of the S&P
500® Index; and (2) the Index is calculated by S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC)
based on methodology proprietary to Syntax, LLC an affiliate of the investment adviser (the “Index Provider”), using
a stratification methodology. The Index Provider publishes information regarding the market value of the Index. For more information,
please visit the Fund’s website at www.SyntaxAdvisors.com.
Syntax Indices utilize a proprietary functional
information system (“FIS”) developed by Syntax, LLC, an affiliate of Syntax Advisors, LLC, the Fund’s investment
adviser, to categorize, group, and stratify constituent securities to create stratified-weighted indices. FIS is a patented technology
for mapping economic relationships between the constituent securities of the Index and for managing concentrations of related
business risks. Related business risks are not based on companies’ capitalization or past performance, but rather, are based
on each company’s current business functions and the functional economic relationships between them. By identifying these
underlying business relationships – common suppliers, customers, competitors, products, etc. – FIS identifies shared
business risks in a securities portfolio. When financial indices lack tools for identifying these risks, they can become highly
exposed to groups of companies that share related business risks.
FIS makes it possible to control for risks
shared by groups of related companies by: 1) organizing companies that share related business risks into well-defined functional
groups; and 2) weighting these groups to spread exposure across these underlying risks. Other commonly used industry and sector
classifications like Global Industry Classification Standard (“GICS”) and Standard Industrial Classification (“SIC”)
lack codified definitions and instead simply group together companies that “seem similar”. Syntax’s FIS-based
industries are engineered to minimize performance distortions caused by the uncontrolled risk exposures that are present in cap-weighted
financial indices. FIS-based sectors effectively group and limit weighting in companies that have shared business functions that
can make them perform similarly when events happen to change expectations in a given part of the economy.
The investment objective of every Syntax
Index is to deliver returns consistent with the performance objectives of the underlying companies that make up the index. By using
FIS and stratification to control for related business risks, Syntax Indices are designed to improve the tracking of the actual
medium-to long-term performance of groups of companies and provide results that are the product of effective diversification, rather
than the overweighting of one or more outperforming group. Because FIS defines the functional parts of the economy, Syntax Indices
are built as a more stable composite of those functional parts. While the major cap-weighted indices are designed to be a proxy
for the total market, Syntax, LLC believes that the Syntax Indices serve as a better basis for medium-to-long-term investments
in index-tracking funds.
The Adviser seeks to track the performance
of the Index as closely as possible (i.e., obtain a high degree of correlation with the Index). A number of factors may affect
the Fund’s ability to achieve a high degree of correlation with its Index, and there can be no guarantee that the Fund will achieve
a high degree of correlation.
These situations should be rare in U.S.
large and mid-cap companies, but in the event that a bankruptcy or other event occurs making a security illiquid, the Adviser intends
to allocate to other similar holdings in the portfolio.
The Board of Trustees (the “Board”)
of Syntax ETF Trust may change the Fund’s investment strategy and other policies without shareholder approval, except as otherwise
indicated in this Prospectus or in the SAI. The Board may not change the Fund’s investment objective without shareholder approval.
ADDITIONAL RISK INFORMATION
The following section provides additional
information regarding certain of the principal risks identified under “Principal Risks of Investing in the Fund” in
the Fund Summary along with additional risk information.
Equity Securities Risk: The Fund
invests in equity securities, which are subject to changes in value that may be attributable to market perception of a particular
issuer or to general stock market fluctuations that affect all issuers. Investments in equity securities may be more volatile
than investments in other asset classes.
Large-Capitalization Securities Risk:
Returns on investments in securities of large companies could trail the returns on investments in securities of smaller and mid-sized
companies. Larger companies may be unable to respond as quickly as smaller and mid-sized companies to competitive challenges or
to changes in business, product, financial, or market conditions. Larger companies may not be able to maintain growth at the high
rates that may be achieved by well-managed smaller and mid-sized companies. Under certain market conditions the capitalization
of a large-size company could decline to the extent that it exhibits the characteristics of a mid-capitalization company.
Small- And Mid-Capitalization
Securities Risk: Investing in securities of small and mid-sized companies may involve greater volatility than investing
in larger and more established companies because small and mid-sized companies can be subject to more abrupt or erratic share price
changes than larger, more established companies, are more vulnerable to adverse business and economic
developments, and are more thinly traded relative to those of larger companies.
Index Tracking Risk: There is a
risk that the performance of the Fund may diverge from performance of its underlying Index as a result of tracking error. Tracking
error may occur because of the differences between the securities held in the Fund’s portfolio and those included in the
Index. Tracking error may also occur because of pricing differences, transaction costs, the Fund holding uninvested cash, differences
in the timing of the accrual of dividends, changes to the Index or the costs of complying with various new or existing regulatory
requirements. Additionally, tracking error may result because the Fund incurs fees and expenses, while the Index does not.
Passive Strategy/Index Risk: The
Fund is managed with a passive investment strategy, attempting to track the performance of an unmanaged index of securities. This
differs from an actively-managed fund, which typically seeks to outperform a benchmark index. As a result, the Fund may hold constituent
securities of its underlying Index regardless of the current or projected performance of a specific security or a particular industry
or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities
could cause the Fund’s return to be lower than if the Fund employed an active strategy.
Market Trading Risk:
Absence of Active Market.
Although Shares of the Fund are listed for trading on one or more stock exchanges, the Fund is a new fund and there can be no
assurance that an active trading market for such Shares will develop or be maintained by market makers or Authorized Participants.
Risk of Secondary Listings.
The Fund’s Shares may be listed or traded on U.S. and non-U.S. stock exchanges other than the U.S. stock exchange where
the Fund’s primary listing is maintained. There can be no assurance that the Fund’s Shares will continue to trade on any
such stock exchange or in any market or that the Fund’s Shares will continue to meet the requirements for listing or trading on
any exchange or in any market. The Fund’s Shares may be less actively traded in certain markets than in others, and investors
are subject to the execution and settlement risks and market standards of the market where they or their broker direct their trades
for execution. Certain information available to investors who trade Fund Shares on a U.S. stock exchange during regular U.S. market
hours may not be available to investors who trade in other markets, which may result in secondary market prices in such markets
being less efficient.
Shares are not Individually
Redeemable
Shares may be redeemed at NAV
by the Fund only in large lot sizes known as “Creation Units”, which are expected to be worth in excess of one million
dollars each. The Trust may not redeem Shares in fractional Creation Units. Only certain large institutions that enter into agreements
with the Distributor are authorized to transact in Creation Units with the Fund. These entities are referred to as “Authorized
Participants.” All other persons or entities transacting in Fund Shares must do so in the secondary market.
Additional Non-Principal Risks
Secondary Market Trading Risk.
Shares of the Fund may trade in the secondary market at times when the Fund does not accept orders to purchase or redeem Shares.
At such times, Fund Shares may trade in the secondary market with more significant premiums or discounts than might be experienced
at times when the Fund accepts purchase and redemption orders.
Secondary market trading in Fund Shares
may be halted by a stock exchange because of market conditions or for other reasons. In addition, trading in Fund Shares on a stock
exchange or in any market may be subject to trading halts caused by extraordinary market volatility pursuant to “circuit
breaker” rules on the stock exchange or market. There can be no assurance that the requirements necessary to maintain the
listing or trading of Fund Shares will continue to be met or will remain unchanged.
Shares of the Fund, similar to shares of
other issuers listed on a stock exchange, may be sold short and are therefore subject to the risk of increased volatility associated
with short selling.
Shares of the Fund may trade at prices
other than NAV. Shares of the Fund trade on stock exchanges at prices at, above or below the Fund’s most recent NAV. The NAV
of the Fund is calculated at the end of each business day and fluctuates with changes in the market value of the Fund’s holdings.
The trading price of the Fund’s Shares fluctuates continuously throughout trading hours based on both market supply of and
demand for Fund Shares and the underlying value of the Fund’s portfolio holdings or NAV. Also, in times of market stress, market
makers or Authorized Participants may step away from their respective roles in making a market for Shares of the Fund
and in executing purchase or redemption orders. As a result, the trading prices of the Fund’s Shares may deviate significantly
from NAV during periods of market volatility. ANY OF THESE FACTORS, AMONG OTHERS, MAY LEAD TO THE FUND’S SHARES TRADING
AT A PREMIUM OR DISCOUNT TO NAV. However, because Shares can be created and redeemed in Creation Units at NAV (unlike shares of
many closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAVs), Syntax
believes that large discounts or premiums to the NAV of the Fund are not likely to be sustained over the long term. While the
creation/redemption feature is designed to make it more likely that the Fund’s Shares normally will trade on stock exchanges at
prices close to the Fund’s next calculated NAV, exchange prices are not expected to correlate exactly with the Fund’s NAV due
to timing reasons, supply and demand imbalances and other factors. In addition, disruptions to creations and redemptions, including
disruptions at market makers or Authorized Participants, or to market participants or during periods of significant market volatility,
may result in trading prices for Shares of the Fund that differ significantly from its NAV.
Costs of Buying or Selling Fund Shares.
Buying or selling Fund Shares on an exchange involves two types of costs that apply to all securities transactions. When buying
or selling Shares of the Fund through a broker, you will likely incur a brokerage commission or other charges imposed by brokers
as determined by that broker. In addition, you may incur the cost of the “spread,” that is, the difference between
what investors are willing to pay for Fund Shares (the “bid” price) and the price at which they are willing to sell
Fund Shares (the “ask” price). Because of the costs inherent in buying or selling Fund Shares, frequent trading may
detract significantly from investment results and an investment in Fund Shares may not be advisable for investors who anticipate
regularly making small investments.
Continuous Offering. The method
by which Creation Units are purchased and traded may raise certain issues under applicable securities laws. Because new Creation
Units are issued and sold by the Fund on an ongoing basis, at any point a “distribution,” as such term is used in the
Securities Act, may occur. 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 Transfer Agent, breaks
them down into individual 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 categorization as an underwriter.
U.S. Tax Risks: To qualify for the
favorable U.S. federal income tax treatment accorded to regulated investment companies, the Fund must satisfy certain income, asset
diversification and distribution requirements. If, for any taxable year, the Fund does not qualify as a regulated investment company,
all of its taxable income (including its net capital gain) for that year would be subject to tax at regular corporate rates without
any deduction for distributions to its shareholders, and such distributions would be taxable to its shareholders as dividend income
to the extent of the Fund’s current and accumulated earnings and profits. The tax treatment of certain derivatives is unclear
for purpose of determining the Fund’s tax status.
MANAGEMENT
BOARD OF TRUSTEES. The
Board of Trustees is responsible for overseeing the management and business affairs of the Fund. The Board oversees the operations
of the Fund by its officers. The Board also reviews management of the Fund’s assets by the investment adviser and sub-adviser.
Information about the Board of Trustees and executive officers of the Fund is contained in the SAI.
ADVISER. Syntax Advisors,
LLC (“Syntax” or the “Adviser”) serves as the investment adviser to the Fund and, subject to the supervision
of the Board, is responsible for the investment management of the Fund, executed through the selection of the Sub-Adviser for
portfolio management and other agreed upon activities. Syntax has been a registered investment adviser since April 21, 2017. Syntax
is owned by Syntax, LLC and is controlled by Rory Riggs. As the Fund’s investment adviser, Syntax provides an investment
management program for the Fund and manages the investment of the Fund’s assets through sub-advisory relationships. The
Adviser’s principal business address is One Liberty Plaza, 46th Floor, New York, NY 10006.
For the services provided to the Fund under
the Investment Advisory Agreement, the Fund expects to pay the Adviser the annual fee set forth below, which is based on a percentage
of the Fund’s average daily net assets.
|
Fund
|
Advisory Fee
|
|
Syntax Stratified LargeCap II ETF
|
0.[ ]%
|
Under the Investment Advisory Agreement, the Adviser
agrees to pay all expenses of the Fund, except (i) interest expense, (ii) taxes, (iii) acquired fund fees and expenses, (iv) brokerage
expenses and other expenses (such as stamp taxes) connected with the execution of portfolio transactions or in connection with
creation and redemption transactions, (v) expenses associated with shareholder meetings, (vi) compensation and expenses of the
Independent Trustees, (vii) compensation and expenses of the Trust’s chief compliance officer and his or her staff, (viii)
distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act,
(ix) legal fees or expenses in connection with any arbitration, litigation or pending or threatened arbitration or litigation,
including any settlements in connection therewith, (x) extraordinary expenses of the Fund and (xi) fees payable to the Adviser.
The payment or assumption by the Adviser of any expense of the Fund that the Adviser is not required by the Investment Advisory
Agreement to pay or assume shall not obligate the Adviser to pay or assume the same or any similar expense of the Fund on any
subsequent occasion.
Contractual arrangements have been made
with Syntax, through one year from the effective date of this prospectus, to waive fees and/or reimburse fund expenses to the
extent that the Fund’s total operating expenses exceed the rates below, excluding, as applicable, (i) interest expense,
(ii) taxes, (iii) acquired fund fees and expenses, (iv) brokerage expenses and other expenses (such as stamp taxes) connected
with the execution of portfolio transactions or in connection with creation and redemption transactions, (v) expenses associated
with shareholder meetings, (vi) compensation and expenses of the Independent Trustees, (vii) compensation and expenses of the
Trust’s chief compliance officer and his or her staff, (viii) distribution fees and expenses paid by the Trust under any
distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, (ix) legal fees or expenses in connection with any arbitration,
litigation or pending or threatened arbitration or litigation, including any settlements in connection therewith, and (x) extraordinary
expenses of the Fund. These arrangements cannot be terminated prior to one year from the effective date of this prospectus, without
the approval of the Fund’s Board of Trustees. Syntax is entitled to reimbursement by the Fund of fees waived or expenses
reduced during any of the previous 36 months if on any day or month the estimated annualized fund operating expenses are less
than the cap. The Fund may only make repayments to the Syntax if such repayment does not cause the Fund’s expense ratio
(after the repayment is taken into account) to exceed both: (1) the Fund’s net expense ratio in place at the time such amounts
were waived; and (2) the Fund’s current net expense ratio (before recoupment).
|
Fund
|
Total Operating Expenses after
Waiver/Reimbursement
|
|
Syntax Stratified LargeCap II ETF
|
0.[ ]%
|
SUB-ADVISER. Pursuant
to an investment sub-advisory agreement with Syntax, Vantage Consulting Group (“Vantage” or the “Sub-Adviser”)
serves as the sub-adviser to the Fund and performs the day to day management of the Fund and places orders for the purchase and
sale of securities for the Fund. For its services to the Fund, the Sub-Adviser is compensated by Syntax. The Sub-Adviser has been
a registered investment adviser since June 2, 1986 and is owned by Mark T. Finn. As of [ ], 2019, the Sub-Adviser managed approximately
$[ ] billion in assets. The Sub-Adviser’s principal business address is 3500 Pacific Ave. Virginia Beach, VA 23451.
A discussion regarding the Board’s
consideration of the investment advisory and sub-advisory agreements will be found in the Trust’s next Annual or Semi-Annual
Report to Shareholders, as applicable.
PORTFOLIO MANAGER. The Fund is managed by
the portfolio manager listed below.
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Portfolio Manager
|
Business Experience over Past 5 Years
|
|
James Thomas Wolfe
|
Mr. Wolfe currently serves as portfolio manager. He has held a variety of positions since joining Vantage in 1988 including trader, operations manager, and systems developer specializing in quantitative modeling, and he is currently head trader. Mr. Wolfe is an investment professional with over 25 years of experience. Mr. Wolfe received his BA from Virginia Wesleyan College in 1983 and an MBA from the College of William and Mary in 1989.
|
Additional information about the portfolio
manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of securities
in the Fund is available in the SAI.
Administrator, Custodian and Transfer
Agent
State Street Bank and Trust Company is
the Administrator for the Fund, the Transfer Agent to the Fund and the Custodian for the Fund’s assets.
Distributor
Foreside Fund Services, LLC (the “Distributor”)
is the distributor of the Fund Shares. The Distributor will not distribute Fund Shares in less than Creation Units, and it does
not maintain a secondary market in the Fund Shares. The Distributor may enter into selected dealer agreements with other broker-dealers
or other qualified financial institutions for the sale of Creation Units of Fund Shares.
Independent Registered Public Accounting
Firm
[ ] serves as the independent
registered public accounting firm for the Trust.
Legal Counsel
Chapman and Cutler LLP serves as legal
counsel to the Trust and the Fund.
INDEX/TRADEMARK LICENSES AND DISCLAIMER
Syntax, LLC, the Index Provider, is affiliated
with the Trust and the Adviser. The Adviser (“Licensee”) has entered into license agreements with the Index Provider
pursuant to which the Adviser pays a fee to use the Index. The Adviser is sub-licensing rights to the Index to the Fund at no charge.
The Syntax Stratified LargeCap Index (the
“Index”) is the property of Syntax, LLC, which has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones
Indices LLC) to calculate and maintain the Index. The Index is not sponsored by S&P Dow Jones Indices LLC or its affiliates
or its third-party licensors, including Standard & Poor’s Financial Services LLC and Dow Jones Trademark Holdings LLC (collectively,
“S&P Dow Jones Indices”). S&P Dow Jones Indices will not be liable for any errors or omissions in calculating
the Index. “Calculated by S&P Dow Jones Indices” and the related stylized mark(s) are service marks of S&P
Dow Jones Indices and have been licensed for use by Syntax, LLC. S&P® is a registered trademark of Standard & Poor’s
Financial Services LLC, and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC.
The Fund is not sponsored, endorsed, sold
or promoted by S&P Dow Jones Indices. S&P Dow Jones Indices does not make any representation or warranty, express or implied,
to the owners of the Fund or any member of the public regarding the advisability of investing in securities generally or in the
Fund particularly or the ability of the Index to track general market performance. S&P Dow Jones Indices’ only relationship
to Syntax, LLC with respect to the Index is the licensing of the S&P 500® Index and its constituents, certain trademarks,
service marks and trade names of S&P Dow Jones Indices, and the provision of the calculation services related to the Index.
S&P Dow Jones Indices is not responsible for and has not participated in the determination of the prices and amount of the
Fund or the timing of the issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund
may be converted into cash or other redemption mechanics. S&P Dow Jones Indices has no obligation or liability in connection
with the administration, marketing or trading of the Fund. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion
of a security within the Index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is
it investment advice.
S&P DOW JONES INDICES DOES NOT GUARANTEE
THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION WITH
RESPECT THERETO, INCLUDING, ORAL, WRITTEN, OR ELECTRONIC COMMUNICATIONS. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY
DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN EXCEPT THOSE ARISING FROM FRAUD OR GROSS NEGLIGENCE ON THE PART
OF S&P. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY SYNTAX, LLC, OWNERS OF THE FUND, OR ANY OTHER PERSON
OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,
INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME, OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.
ADDITIONAL PURCHASE AND SALE INFORMATION
The Shares are listed for secondary trading
on NYSE Arca, Inc. (the “Exchange”) and individual Fund Shares may only be purchased and sold in the secondary market
through a broker-dealer. The secondary markets are closed on weekends and also are generally closed on the following holidays:
New Year’s Day, Dr. Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day (observed), Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. The Exchange may close early on the business day before certain holidays and
on the day after Thanksgiving Day. Exchange holiday schedules are subject to change without notice. If you buy or sell Shares in
the secondary market, you will pay the secondary market price for Shares. In addition, you may incur customary brokerage commissions
and charges and may pay some or all of the spread between the bid and the offered price in the secondary market on each leg of
a round trip (purchase and sale) transaction.
The trading prices of the Fund’s
Shares will fluctuate continuously throughout trading hours based on market supply and demand rather than the Fund’s net
asset value, which is calculated at the end of each business day. The Shares will trade on the Exchange at prices that may be above
(i.e., at a premium) or below (i.e., at a discount), to varying degrees, the daily net asset value of the Shares. The trading prices
of the Fund’s Shares may deviate significantly from its net asset value during periods of market volatility. Given, however,
that Shares can be issued and redeemed daily in Creation Units, the Adviser believes that large discounts and premiums to net asset
value should not be sustained over long periods. Information showing the number of days the market price of the Fund’s Shares
was greater than the Fund’s net asset value and the number of days it was less than the Fund’s net asset value (i.e.,
premium or discount) for various time periods is available by visiting the Fund’s website at www.SyntaxAdvisors.com.
The Exchange will disseminate, every fifteen
seconds during the regular trading day, an indicative optimized portfolio value (“IOPV”) relating to the Fund. The
IOPV calculations are estimates of the value of the Fund’s net asset value per Share using market data converted into U.S.
dollars at the current currency rates. The IOPV price is based on quotes and closing prices from the securities’ local market
and may not reflect events that occur subsequent to the local market’s close. Premiums and discounts between the IOPV and
the market price may occur. This should not be viewed as a “real-time” update of the net asset value per Share of the
Fund, which is calculated only once a day. Neither the Fund, nor the Adviser or any of their affiliates are involved in, or responsible
for, the calculation or dissemination of such IOPVs and make no warranty as to their accuracy.
The Fund does not impose any restrictions
on the frequency of purchases and redemptions; however, the Fund reserves the right to reject or limit purchases at any time as
described in the SAI. When considering that no restriction or policy was necessary, the Board evaluated the risks posed by market
timing activities, such as whether frequent purchases and redemptions would occur, for example from an investor’s efforts
to take advantage of a potential arbitrage opportunity, and would interfere with the efficient implementation of the Fund’s
investment strategy, or whether they would cause the Fund to experience increased transaction costs. The Board considered that,
unlike traditional mutual funds, Fund Shares are issued and redeemed only in the large quantities of Creation Units available
only from the Fund directly, and that most trading in the Fund occurs on the Exchange at prevailing market prices and does not
involve the Fund directly. Given this structure, the Board determined that it is unlikely that (a) market timing would be attempted
by the Fund’s shareholders or (b) any attempts to market time the Fund by shareholders would result in negative impact to
the Fund or its shareholders.
BOOK ENTRY. Shares of the Fund are held
in book-entry form and no stock certificates are issued. The Depository Trust Company (“DTC”), through its nominee
Cede & Co., is the record owner of all outstanding Shares.
Investors owning Shares are beneficial
owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Shares. Participants
in DTC include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly
or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares, you are not entitled to receive physical
delivery of stock certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares.
Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures of DTC and its participants.
These procedures are the same as those
that apply to any securities that you hold in book entry or “street name” form for any publicly-traded company. Specifically,
in the case of a shareholder meeting of the Fund, DTC assigns applicable Cede & Co. voting rights to its participants that
have Shares credited to their accounts on the record date, issues an omnibus proxy and forwards the omnibus proxy to the Fund.
The omnibus proxy transfers the voting authority from Cede & Co. to the DTC participant. This gives the DTC participant through
whom you own Shares (namely, your broker, dealer, bank, trust company or other nominee) authority to vote the shares, and, in turn,
the DTC participant is obligated to follow the voting instructions you provide.
DISTRIBUTIONS
DIVIDENDS AND CAPITAL GAINS. As
a shareholder, you are entitled to your share of the Fund’s income and net realized gains on its investments. The Fund pays
out substantially all of its net earnings to its shareholders as “distributions.”
The Fund typically earns income dividends
from stocks. These amounts, net of expenses and taxes (if applicable), are passed along to Fund shareholders as “income dividend
distributions.” The Fund realizes capital gains or losses whenever it sells securities. Net long-term capital gains are distributed
to shareholders as “capital gain distributions.”
Income dividend distributions, if any,
for the Fund are generally distributed to shareholders annually, but may vary significantly from period to period. Net capital
gains for the Fund are distributed at least annually. Dividends may be declared and paid more frequently or at any other times
to improve Index tracking or to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the
“Internal Revenue Code”).
Distributions in cash may be reinvested
automatically in additional whole Fund Shares only if the broker through whom you purchased Shares makes such option available.
Distributions which are reinvested will nevertheless be taxable to the same extent as if such distributions had not been reinvested.
PORTFOLIO HOLDINGS DISCLOSURE
A description of the Fund’s policies
and procedures with respect to the disclosure of the Fund’s portfolio securities is available in the Fund’s Statement
of Additional Information.
U.S. FEDERAL INCOME TAXATION
The following is a summary of certain U.S.
federal income tax considerations applicable to an investment in Shares of the Fund. The summary is based on the U.S. Internal
Revenue Code of 1986, as amended (the “Internal Revenue Code”), U.S. Treasury Department regulations promulgated thereunder,
and judicial and administrative interpretations thereof, all as in effect on the date of this Prospectus and all of which are subject
to change, possibly with retroactive effect. In addition, this summary assumes that a shareholder holds Shares as capital assets
within the meaning of the Internal Revenue Code and does not hold Shares in connection with a trade or business. This summary does
not address all potential U.S. federal income tax considerations possibly applicable to an investment in Shares of the Fund, and
does not address the consequences to Fund shareholders subject to special tax rules, including, but not limited to, partnerships
and the partners therein, tax-exempt shareholders, those who hold Fund Shares through an IRA, 401(k) plan or other tax-advantaged
account, and, except to the extent discussed below, “non-U.S. shareholders” (as defined below). This discussion does
not discuss any aspect of U.S. state, local, estate, and gift, or non-U.S., tax law. Furthermore, this discussion is not intended
or written to be legal or tax advice to any shareholder in the Fund or other person and is not intended or written to be used or
relied on, and cannot be used or relied on, by any such person for the purpose of avoiding any U.S. federal tax penalties that
may be imposed on such person. Prospective Fund shareholders are urged to consult their own tax advisors with respect to the specific
U.S. federal, state and local, and non-U.S., tax consequences of investing in Shares, based on their particular circumstances.
The Fund has not requested and will not
request an advance ruling from the U.S. Internal Revenue Service (the “IRS”) as to the U.S. federal income tax matters
described below. The IRS could adopt positions contrary to those discussed below and such positions could be sustained. Prospective
investors should consult their own tax advisors with regard to the U.S. federal tax consequences of the purchase, ownership or
disposition of Shares, as well as the tax consequences arising under the laws of any state, locality, non-U.S. country or other
taxing jurisdiction. The following information supplements, and should be read in conjunction with, the section in the SAI entitled
“U.S. Federal Income Taxation.”
Tax Treatment of the Fund
The Fund intends to qualify and elect
to be treated as a separate “regulated investment company” (a “RIC”) under the Internal Revenue Code.
To qualify and remain eligible for the special tax treatment accorded to RICs, the Fund must meet certain annual income and quarterly
asset diversification requirements and must distribute annually at least 90% of the sum of (i) its “investment company taxable
income” (which includes dividends, interest and net short-term capital gains) and (ii) certain net tax-exempt income, if
any.
As a RIC, the Fund generally will not
be required to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes to its
shareholders. If the Fund fails to qualify as a RIC for any year (subject to certain curative measures allowed by the Internal
Revenue Code), the Fund will be subject to regular corporate-level U.S. federal income tax in that year on all of its taxable
income, regardless of whether the Fund makes any distributions to its shareholders. In addition, in such case, distributions will
be taxable to the Fund’s shareholders generally as ordinary dividends to the extent of the Fund’s current and accumulated
earnings and profits. The remainder of this discussion assumes that the Fund will qualify for the special tax treatment accorded
to RICs.
The Fund will be subject to a 4% excise
tax on certain undistributed income if the Fund does not distribute to its shareholders in each calendar year at least 98% of its
ordinary income for the calendar year, 98.2% of its capital gain net income for the twelve months ended October 31 of such year,
plus 100% of any undistributed amounts from prior years. For these purposes, the Fund will be treated as having distributed any
amount on which it has been subject to U.S. corporate income tax for the taxable year ending within the calendar year. The Fund
intends to make distributions necessary to avoid this 4% excise tax, although there can be no assurance that it will be able to
do so.
The Fund may be required to recognize taxable
income in advance of receiving the related cash payment. For example, if the Fund invests in original issue discount obligations
(such as zero coupon debt instruments or debt instruments with payment-in-kind interest), the Fund will be required to include
in income each year a portion of the original issue discount that accrues over the term of the obligation, even if the related
cash payment is not received by the Fund until a later year. Under the “wash sale” rules, the Fund may not be able
to deduct currently a loss on a disposition of a portfolio security. As a result, the Fund may be required to make an annual income
distribution greater than the total cash actually received during the year. Such distribution may be made from the existing cash
assets of the Fund or cash generated from selling portfolio securities. The Fund may realize gains or losses from such sales, in
which event its shareholders may receive a larger capital gain distribution than they would in the absence of such transactions.
Tax Treatment of Fund Shareholders
Taxation of U.S. Shareholders
The
following is a summary of certain U.S. federal income tax consequences of the purchase, ownership and disposition of Fund Shares
applicable to “U.S. shareholders.” For purposes of this discussion, a “U.S. shareholder” is a beneficial
owner of Fund Shares who, for U.S. federal income tax purposes, is (i) an individual who is a citizen or resident of the United
States; (ii) a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) created or organized in
the United States or under the laws of the United States, or of any state thereof, or the District of Columbia; (iii) an estate,
the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust,
if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons
have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in place to be treated
as a U.S. person.
Fund Distributions. In general,
Fund distributions are subject to U.S. federal income tax when paid, regardless of whether they consist of cash or property, and
regardless of whether they are re-invested in Shares. However, any Fund distribution declared in October, November or December
of any calendar year and payable to shareholders of record on a specified date during such month will be deemed to have been received
by the Fund shareholder on December 31 of such calendar year, provided such dividend is actually paid during January of the following
calendar year.
Distributions of the Fund’s net investment
income (except, as discussed below, qualified dividend income) and net short-term capital gains are taxable as ordinary income
to the extent of the Fund’s current and accumulated earnings and profits. To the extent designated as capital gain dividends
by the Fund, distributions of the Fund’s net long-term capital gains in excess of net short-term capital losses (“net
capital gain”) are taxable at long-term capital gain tax rates to the extent of the Fund’s current and accumulated
earnings and profits, regardless of the Fund shareholder’s holding period in the Fund’s Shares. Distributions of qualified
dividend income are, to the extent of the Fund’s current and accumulated earnings and profits, taxed to certain non-corporate
Fund shareholders at the rates generally applicable to long-term capital gain, provided that the Fund shareholder meets certain
holding period and other requirements with respect to the distributing Fund’s Shares and the distributing Fund meets certain
holding period and other requirements with respect to its dividend-paying stocks. Substitute payments received on Fund Shares that
are lent out will be ineligible for being reported as qualified dividend income.
The Fund intends to distribute its net
capital gain at least annually. However, by providing written notice to its shareholders no later than 60 days after its year-end,
the Fund may elect to retain some or all of its net capital gain and designate the retained amount as a “deemed distribution.”
In that event, the Fund pays U.S. federal income tax on the retained net capital gain, and the Fund shareholder recognizes a proportionate
share of the Fund’s undistributed net capital gain. In addition, the Fund shareholder can claim a tax credit or refund for
the shareholder’s proportionate share of the Fund’s U.S. federal income taxes paid on the undistributed net capital
gain and increase the shareholder’s tax basis in the Shares by an amount equal to the shareholder’s proportionate share
of the Fund’s undistributed net capital gain, reduced by the amount of the shareholder’s tax credit or refund.
Distributions in excess of the Fund’s
current and accumulated earnings and profits will, as to each shareholder, be treated as a tax-free return of capital to the extent
of the shareholder’s tax basis in its Shares of the Fund, and generally as capital gain thereafter.
In addition, high-income individuals (and
certain trusts and estates) generally will be subject to a 3.8% Medicare tax on “net investment income” in addition
to otherwise applicable U.S. federal income tax. “Net investment income” generally will include dividends (including
capital gain dividends) received from the Fund and net gains from the redemption or other disposition of Shares. Please consult
your tax advisor regarding this tax.
Investors considering buying Shares just
prior to a distribution should be aware that, although the price of the Shares purchased at such time may reflect the forthcoming
distribution, such distribution nevertheless may be taxable (as opposed to a non-taxable return of capital).
Sales of Shares. Any capital gain
or loss realized upon a sale or exchange of Shares generally is treated as a long-term gain or loss if the Shares have been held
for more than one year. Any capital gain or loss realized upon a sale or exchange of Shares held for one year or less generally
is treated as a short-term gain or loss, except that any capital loss on the sale or exchange of Shares held for six months or
less is treated as long-term capital loss to the extent that capital gain dividends were paid (or deemed to be paid) with respect
to the Shares.
Creation Unit Issues and Redemptions.
On an issue of Shares of the Fund as part of a Creation Unit where the creation is conducted in-kind, an Authorized Participant
recognizes capital gain or loss equal to the difference between (i) the fair market value (at issue) of the issued Shares (plus
any cash received by the Authorized Participant as part of the issue) and (ii) the Authorized Participant’s aggregate basis
in the exchanged securities (plus any cash paid by the Authorized Participant as part of the issue). On a redemption of Shares
as part of a Creation Unit where the redemption is conducted in-kind, an Authorized Participant recognizes capital gain or loss
equal to the difference between (i) the fair market value (at redemption) of the securities received (plus any cash received by
the Authorized Participant as part of the redemption) and (ii) the Authorized Participant’s basis in the redeemed Shares
(plus any cash paid by the Authorized Participant as part of the redemption). However, the IRS may assert, under the “wash
sale” rules or on the basis that there has been no significant change in the Authorized Participant’s economic position,
that any loss on creation or redemption of Creation Units cannot be deducted currently.
In general, any capital gain or loss recognized
upon the issue or redemption of Shares (as components of a Creation Unit) is treated either as long-term capital gain or loss,
if the deposited securities (in the case of an issue) or the Shares (in the case of a redemption) have been held for more than
one year, or otherwise as short-term capital gain or loss. However, any capital loss on a redemption of Shares held for six months
or less is treated as long-term capital loss to the extent that capital gain dividends were paid (or deemed to be paid) with respect
to such Shares.
Taxation of Non-U.S. Shareholders
The following is a summary of certain
U.S. federal income tax consequences of the purchase, ownership and disposition of Fund Shares applicable to “non-U.S. shareholders.”
For purposes of this discussion, a “non-U.S. shareholder” is a beneficial owner
of Fund Shares that is not a U.S. shareholder (as defined above) and is not an entity or arrangement treated as a partnership
for U.S. federal income tax purposes. The following discussion is based on current law and is for general information only. It
addresses only selected, and not all, aspects of U.S. federal income taxation.
With respect to non-U.S.
shareholders of the Fund, the Fund’s ordinary income dividends generally will be subject to U.S. federal withholding
tax at a rate of 30% (or at a lower rate established under an applicable tax treaty), subject to certain exceptions for
“interest-related dividends” and “short-term capital gain dividends” discussed below. U.S. federal
withholding tax generally will not apply to any gain realized by a non-U.S. shareholder in respect of the Fund’s net
capital gain. Special rules apply with respect to dividends of the Fund that are attributable to gain from the sale or
exchange of “U.S. real property interests.”
In general, all “interest-related
dividends” and “short-term capital gain dividends” (each defined below) will not be subject to U.S. federal
withholding tax, provided that the non-U.S. shareholder furnished the Fund with a completed IRS Form W-8BEN or W-8BEN-E, as applicable,
(or acceptable substitute documentation) establishing the non-U.S. shareholder’s non-U.S. status and the Fund does not have
actual knowledge or reason to know that the non-U.S. shareholder would be subject to such withholding tax if the non-U.S. shareholder
were to receive the related amounts directly rather than as dividends from the Fund. “Interest-related
dividends” generally means dividends designated by the Fund as attributable to such Fund’s U.S.-source interest income,
other than certain contingent interest and interest from obligations of a corporation or partnership in which such Fund is at
least a 10% shareholder, reduced by expenses that are allocable to such income. “Short-term capital gain dividends”
generally means dividends designated by the Fund as attributable to the excess of such Fund’s net short-term capital gain
over its net long-term capital loss. Depending on its circumstances, the Fund may treat such dividends, in whole or in part, as
ineligible for these exemptions from withholding.
In
general, subject to certain exceptions, non-U.S. shareholders will not be subject to U.S. federal income or withholding tax in
respect of a sale or other disposition of Shares of the Fund.
To claim a credit or refund for any Fund-level
taxes on any undistributed net capital gain (as discussed above) or any taxes collected through back-up withholding (discussed
below), a non-U.S. shareholder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return even
if the non-U.S. shareholder would not otherwise be required to do so.
Back-Up Withholding.
The Fund (or a financial intermediary such
as a broker through which a shareholder holds Shares in the Fund) may be required to report certain information on the Fund shareholder
to the IRS and withhold U.S. federal income tax (“backup withholding”) at a current rate of 28% from taxable distributions
and redemption or sale proceeds payable to the Fund shareholder if (i) the Fund shareholder fails to provide the Fund with a correct
taxpayer identification number or make required certifications, or if the IRS notifies the Fund that the Fund shareholder is otherwise
subject to backup withholding, and (ii) the Fund shareholder is not otherwise exempt from backup withholding. Non-U.S. shareholders
can qualify for exemption from backup withholding by submitting a properly completed IRS Form W-8BEN or W-8BEN-E. Backup withholding
is not an additional tax and any amount withheld may be credited against the Fund shareholder’s U.S. federal income tax liability.
Foreign Account Tax Compliance Act
The U.S. Foreign Account Tax
Compliance Act (“FATCA”) generally imposes a 30% withholding tax on “withholdable payments” (defined
below) made to (i) a “foreign financial institution” (“FFI”), unless the FFI enters into an agreement
with the IRS to provide information regarding certain of its direct and indirect U.S. account holders and satisfy certain due
diligence and other specified requirements, and (ii) a “non-financial foreign entity” (“NFFE”) unless
such NFFE provides certain information about its direct and indirect “substantial U.S. owners” to the withholding
agent or certifies that it has no such U.S. owners. The beneficial owner of a withholdable payment may be eligible for a
refund or credit of the withheld tax. The U.S. government also has entered into several intergovernmental agreements with
other jurisdictions to provide an alternative, and generally easier, approach for FFIs to comply with FATCA.
Withholdable
payments generally include, among other items, (i) U.S.-source interest and dividends, and (ii) gross proceeds from the sale
or disposition, occurring on or after January 1, 2019, of property of a type that can produce U.S.-source interest or
dividends.
The Fund may be required to impose a 30%
withholding tax on withholdable payments to a shareholder if the shareholder fails to provide the Fund with the information, certifications
or documentation required under FATCA, including information, certification or documentation necessary for the Fund to determine
if the shareholder is a non-U.S. shareholder or a U.S. shareholder and, if it is a non-U.S. shareholder, if the non-U.S. shareholder
has “substantial U.S. owners” and/or is in compliance with (or meets an exception from) FATCA requirements. The Fund
will not pay any additional amounts to shareholders in respect of any amounts withheld. The Fund may disclose any shareholder information,
certifications or documentation to the IRS or other parties as necessary to comply with FATCA.
The requirements of, and exceptions from,
FATCA are complex. All prospective shareholders are urged to consult their own tax advisors regarding the potential application
of FATCA with respect to their own situation.
For a more detailed tax discussion regarding
an investment in the Fund, please see the section of the SAI entitled “U.S. Federal Income Taxation.”
GENERAL INFORMATION
Syntax ETF Trust was organized as a Delaware
statutory trust on June 27, 2013. If shareholders of the Fund are required to vote on any matters, shareholders are entitled to
one vote for each Share they own. Annual meetings of shareholders will not be held except as required by the 1940 Act and other
applicable law. See the SAI for more information concerning the Trust’s form of organization.
For purposes of the 1940 Act, Shares
of the Trust are issued by the respective series of the Trust and the acquisition of Shares by investment companies is
subject to the restrictions of section 12(d)(1) of the 1940 Act. The Trust has received exemptive relief from
Section 12(d)(1) to allow registered investment companies to invest in the Fund beyond the limits set forth in
Section 12(d)(1), subject to certain terms and conditions as set forth in an SEC exemptive order issued to the Trust,
including that such investment companies enter into an agreement with the Trust.
From time to time, the Fund may advertise
yield and total return figures. Yield is a historical measure of dividend income, and total return is a measure of past dividend
income (assuming that it has been reinvested) plus capital appreciation. Neither yield nor total return should be used to predict
the future performance of the Fund.
PREMIUM/DISCOUNT INFORMATION
Information showing the number of days
the market price of the Fund’s Shares was greater than the Fund’s NAV per Share (i.e. at a premium) and the number
of days it was less than the Fund’s NAV per Share (i.e. at a discount) for various time periods is available by visiting
the Fund’s website at www.SyntaxAdvisors.com.
CODE OF ETHICS
The Trust, the Adviser, the Sub-Adviser
and Foreside Financial Group, LLC (on behalf of Foreside Fund Officer Services, LLC) have each adopted a code of ethics under Rule 17j-1
of the 1940 Act. These codes of ethics permit, subject to certain conditions, personnel of each of those entities to invest
in securities that may be purchased or held by the Fund. The Distributor relies on the principal underwriters exception under Rule
17j-1(c)(3), specifically where the Distributor is not affiliated with the Trust or the Adviser, and no officer, director or general
partner of the Distributor serves as an officer, director or general partner of the Trust or the Adviser. Each code of ethics is
on public file with, and is available from, the SEC.
DISTRIBUTION PLAN
The Fund has adopted a Rule 12b-1 Distribution
and Service Plan in accordance with Rule 12b-1 under the 1940 Act pursuant to which payments of up to 0.25% of the Fund’s
average daily net assets may be made for the sale and distribution of its Shares. However, the Board of Trustees has determined
not to authorize payment of a 12b-1 Plan fee at this time. The 12b-1 Plan fee may only be imposed or increased when the Board of
Trustees determines that it is in the best interests of shareholders to do so. Because Rule 12b-1 fees are paid out of the Fund’s
assets, and over time, these fees increase the cost of your investment and they may cost you more than certain other types of sales
charges.
OTHER INFORMATION
The Fund is not sponsored, endorsed, sold
or promoted by NYSE Arca, Inc. NYSE Arca makes no representation or warranty, express or implied, to the owners of Shares or any
member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability
of the Fund to achieve its objectives. NYSE Arca has no obligation or liability in connection with the administration, marketing
or trading of the Fund.
For purposes of the 1940 Act, the Fund
is a registered investment company, and the acquisition of Shares by other registered investment companies and companies relying
on exemption from registration as investment companies under Section 3(c)(1) or 3(c)(7) of the 1940 Act is subject to the restrictions
of Section 12(d)(1) of the 1940 Act, except as permitted by an exemptive order that permits registered investment companies to
invest in the Fund beyond those limitations.
FINANCIAL HIGHLIGHTS
Financial Highlights are not included in this Prospectus because
the Fund has not yet commenced operations.
WHERE TO LEARN MORE ABOUT THE FUND
This Prospectus does not contain all the
information included in the Registration Statement filed with the SEC with respect to the Fund’s Shares. The Fund’s
SAI and, when available, the annual and semi-annual reports to shareholders, each of which will be filed with the SEC, provide
more information about the Fund. In the annual report, when available, you will find a discussion of the market conditions and
investment strategies that significantly affected the Fund’s performance during the Fund’s last fiscal year, as applicable.
The SAI and the financial statements included in the Trust’s annual report to shareholders are incorporated herein by reference
(i.e., they are legally part of this Prospectus). These materials may be obtained without charge, upon request, by writing to the
Distributor, Three Canal Plaza, Suite 100, Portland, Maine, 04101, by visiting the Fund’s website at www.SyntaxAdvisors.com
or by calling the following number: (866) 972-4492.
Investor Information:
Reports and other information about the
Fund are available on the EDGAR Database on the SEC’s Internet site at 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: publicinfo@sec.gov..
Shareholder inquiries may be directed
to the Fund in writing to Syntax Advisors, LLC at One Liberty Plaza, 46th Floor, New York, NY 10006 or by calling the
Investor Information number listed above.
No person has been authorized to give any
information or to make any representations other than those contained in this Prospectus in connection with the offer of the Fund’s
Shares, and, if given or made, the information or representations must not be relied upon as having been authorized by the Trust
or the Fund. Neither the delivery of this Prospectus nor any sale of Shares shall under any circumstance imply that the information
contained herein is correct as of any date after the date of this Prospectus.
Dealers effecting transactions in the Fund’s
Shares, whether or not participating in this distribution, are generally required to deliver a Prospectus. This is in addition
to any obligation of dealers to deliver a Prospectus when acting as underwriters.
Investment Company Act File No.:
811-23227
SYNTAX ETF TRUST (THE “TRUST”)
STATEMENT OF ADDITIONAL INFORMATION
[MARCH XX], 2020
This Statement of Additional Information
(“SAI”) is not a prospectus. It should be read in conjunction with the prospectus for the Trust dated [March XX], 2020,
as it may be revised from time to time (the “Prospectus”).
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Fund
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Ticker
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SYNTAX STRATIFIED U.S. HEDGED EQUITY ETF
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SYNTAX STRATIFIED LARGECAP II ETF
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Principal U.S. Listing Exchange: NYSE
Arca, Inc.
Capitalized terms used herein that are
not defined have the same meaning as in the Prospectus, unless otherwise noted. A copy of the Prospectus may be obtained without
charge by writing to the Trust’s Distributor, Foreside Fund Services, LLC, at Three Canal Plaza, Suite 100, Portland, Maine,
04101, by visiting the Fund’s website at www.SyntaxAdvisors.com or calling (866) 972-4492.
Table of Contents
GENERAL DESCRIPTION OF THE TRUST
The Trust is an open-end management
investment company, registered under the Investment Company Act of 1940, as amended (the “1940 Act”), currently
consisting of one investment series (the “Funds”). The Trust was organized as a Delaware statutory trust on
June 27, 2013. The offering of the Funds’ shares (“Shares”) is registered under the Securities Act of
1933, as amended (“Securities Act”). The investment objective of each Fund, with the exception of the Syntax
Stratified U.S. Hedged Equity ETF, is to provide investment results that, before fees and expenses, correspond to the total
return, of a specified market index (the “Index”). Syntax Advisors, LLC (“Syntax” or the
“Adviser”) serves as the investment adviser for the Funds. Vantage Consulting Group (“Vantage” or the
“Sub-Adviser,” and together with the Adviser, “Advisers”) serves as the investment sub-adviser for
the Funds. The investment objective of the Syntax Stratified U.S. Hedged Equity ETF is to obtain capital growth that meets or
exceeds the performance of the S&P Composite 1500 (the “1500”) by investing in ETFs or underlying securities
that provide Stratified Weight exposure to companies in the 1500 while seeking risk-managed growth via a defined risk hedging
process. In addition to Vantage, Swan Global Investments, LLC (“Swan” or the “Options Sub-Adviser,”
and together with Vantage, the “Sub-Advisers”) sub-advises the options strategy for the Syntax Stratified U.S.
Hedged Equity ETF.
The Funds offer and issue Shares at their
net asset value (sometimes referred to herein as “NAV”) only in aggregations of a specified number of Shares (each,
a “Creation Unit”). The Funds generally offer and issue Shares in exchange for a basket of securities included in their
Index (“Deposit Securities”) together with the deposit of a specified cash payment (“Cash Component”).
The Trust reserves the right to permit or require the substitution of a “cash in lieu” amount (“Deposit Cash”)
to be added to the Cash Component to replace any Deposit Security. The Shares have been approved for listing and secondary trading
on a national securities exchange (“Exchange”). The Shares will trade on the Exchange at market prices. These prices
may differ from the Shares’ net asset values. The Shares are also redeemable only in Creation Unit aggregations, and generally
in exchange for portfolio securities and a specified cash payment. A Creation Unit of the Fund consists of 25,000 Shares, as set
forth in the Prospectus.
Shares may be issued in advance of receipt
of all Deposit Securities subject to various conditions including a requirement to maintain on deposit with the Trust cash at least
equal to a specified percentage of the market value of the missing Deposit Securities as set forth in the Participant Agreement
(as defined below). See “Purchase and Redemption of Creation Units.” The Trust may impose a transaction fee for each
creation or redemption. In all cases, such fees will be limited in accordance with the requirements of the U.S. Securities and
Exchange Commission (“SEC”) applicable to management investment companies offering redeemable securities. In addition
to the fixed creation or redemption transaction fee, an additional transaction fee of up to three times the fixed creation or redemption
transaction fee and/or an additional variable charge may apply.
ADDITIONAL INDEX INFORMATION
The Syntax Stratified MidCap Index, Syntax
Stratified LargeCap Index and the Syntax Stratified SmallCap Index (each an “Index”, collectively the “Indices”)
are the stratified-weight versions of the widely used S&P MidCap 400® Index, S&P LargeCap 500®
Index and S&P SmallCap 600® Index, respectively. Each Index holds the same constituents as its corresponding
index, S&P MidCap 400, S&P LargeCap 500 or S&P SmallCap 600, but the weight of each company in the Index is based on
Syntax’s patented methodology to control exposure to related business risks (RBRs).
The Indices were developed and are maintained
in accordance with the following criteria: (1) each of the component securities in each Index is a constituent company of the S&P
MidCap 400® Index, S&P LargeCap 500® Index or S&P SmallCap 600® Index, as
applicable; and (2) the Indices are calculated by S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) based on methodology
proprietary to Syntax, LLC an affiliate of the investment adviser (the “Index Provider”), using a stratification methodology.
The Index Provider publishes information regarding the market value of each Index. For more information, please visit the Funds’
website at www.SyntaxAdvisors.com.
Syntax Stratified-Weight Indices represent
a major breakthrough in passive index weighting methodology in that they are designed to control for the negative impacts of related
business risks. When two or more companies’ earnings are affected by the same fundamental drivers, we say that they share
a related business risk. Syntax Indices utilize a proprietary functional information system (“FIS”) developed by Syntax,
LLC, to identify related business risks and implement a patented stratified weighting methodology that controls for the inadvertent
overweighting of related business risk that regularly occurs in capitalization-weighted and equal-weighted indices. To learn more
about FIS, please visit www.SyntaxAdvisors.com.
Stratified-Weight Indices are a new class
of passive indexing that mitigates the negative impacts of overweighting related business risks without sacrificing upside performance
in normal markets. Stratified-weight indices, together with capitalization-weight and equal-weight indices, form a complementary
suite of index weighting methods that each provide a different measure of market performance. Capitalization-weight indices measure
aggregate market performance, equal-weight indices measure average company performance, and stratified-weight indices measure diversified
business performance. Each are important market benchmarks that offer different perspectives.
The investment objective of every Syntax
Index is to deliver returns consistent with the performance objectives of the underlying companies that make up the index. By using
FIS and stratification to control for exposure to related business risks, Syntax Indices are designed to improve the tracking of
the actual medium-to long-term performance of groups of companies and provide results that are the product of effective diversification,
rather than the overweighting of one or more outperforming group. Because FIS defines the related business risks, Syntax Indices
are built as a more stable composite of those functional parts. While the major cap-weighted indices are designed to be a proxy
for the total market, Syntax, LLC believes that the Syntax Indices serve as a better basis for medium-to-long-term investments
in index-tracking funds.
Disclaimer
Syntax, LLC, the Index Provider, is affiliated
with the Trust and the Adviser. The Adviser (“Licensee”) has entered into license agreements with the Index Provider
pursuant to which the Adviser pays a fee to use the Index. The Adviser is sub-licensing rights to the Indices to the Funds at no
charge.
Each Index is the property of Syntax, LLC,
which has contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) to calculate and maintain the Indices.
The Indices are not sponsored by S&P Dow Jones Indices LLC or its affiliates or its third-party licensors, including Standard
& Poor’s Financial Services LLC and Dow Jones Trademark Holdings LLC (collectively, “S&P Dow Jones Indices”).
S&P Dow Jones Indices will not be liable for any errors or omissions in calculating the Indices. “Calculated by S&P
Dow Jones Indices” and the related stylized mark(s) are service marks of S&P Dow Jones Indices and have been licensed
for use by Syntax, LLC. S&P® is a registered trademark of Standard & Poor’s Financial Services LLC, and
Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC.
The Funds are not sponsored, endorsed,
sold or promoted by S&P Dow Jones Indices. S&P Dow Jones Indices does not make any representation or warranty, express
or implied, to the owners of the Funds or any member of the public regarding the advisability of investing in securities generally
or in the Funds particularly or the ability of the Indices to track general market performance. S&P Dow Jones Indices’
only relationship to Syntax, LLC with respect to the Indices is the licensing of the S&P MidCap 400 Index, S&P LargeCap
500 Index and S&P SmallCap 600 Index and their constituents, certain trademarks, service marks and trade names of S&P Dow
Jones Indices, and the provision of the calculation services related to each Index. S&P Dow Jones Indices is not responsible
for and has not participated in the determination of the prices and amount of the Funds or the timing of the issuance or sale of
the Funds or in the determination or calculation of the equation by which the Funds may be converted into cash or other redemption
mechanics. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading
of the Funds. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within each Index is not a recommendation
by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it investment advice.
S&P DOW JONES INDICES DOES NOT GUARANTEE
THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION WITH RESPECT
THERETO, INCLUDING, ORAL, WRITTEN, OR ELECTRONIC COMMUNICATIONS. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES
OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN EXCEPT THOSE ARISING FROM FRAUD OR GROSS NEGLIGENCE ON THE PART OF S&P.
S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY SYNTAX, LLC, OWNERS OF THE FUNDS, OR ANY OTHER PERSON
OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,
INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME, OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.
INVESTMENT POLICIES
INVESTMENT STRATEGIES
DIVERSIFICATION STATUS
Each Fund is classified as a
“diversified” investment company under the 1940 Act.
REPURCHASE AGREEMENTS
Each Fund may invest in repurchase
agreements with commercial banks, brokers or dealers to generate income from its excess cash balances and to invest securities
lending cash collateral. A repurchase agreement is an agreement under which a Fund acquires a financial instrument (e.g., a security
issued by the U.S. government or an agency thereof, a banker’s acceptance or a certificate of deposit) from a seller, subject
to resale to the seller at an agreed upon price and date (normally, the next Business Day – as defined below). A repurchase
agreement may be considered a loan collateralized by securities. The resale price reflects an agreed upon interest rate effective
for the period the instrument is held by the Fund and is unrelated to the interest rate on the underlying instrument.
In these repurchase agreement
transactions, the securities acquired by the Fund (including accrued interest earned thereon) must have a total value in excess
of the value of the repurchase agreement and be held by the Custodian until repurchased. No more than an aggregate of 15 percent
of a Fund’s net assets will be invested in illiquid securities, including repurchase agreements having maturities longer
than seven days and securities subject to legal or contractual restrictions on resale, or for which there are no readily available
market quotations.
The use of repurchase agreements
involves certain risks. For example, if the other party to the agreement defaults on its obligation to repurchase the underlying
security at a time when the value of the security has declined, the Fund may incur a loss upon disposition of the security. If
the other party to the agreement becomes insolvent and subject to liquidation or reorganization under the U.S. Bankruptcy Code
or other laws, a court may determine that the underlying security is collateral for a loan by the Fund not within the control of
the Fund and, therefore, the Fund may not be able to substantiate its interest in the underlying security and may be deemed an
unsecured creditor of the other party to the agreement.
OTHER SHORT-TERM INSTRUMENTS
In addition to repurchase agreements,
each Fund may invest in short-term instruments, including money market instruments, cash and cash equivalents, on an ongoing basis
to provide liquidity or for other reasons. Money market instruments are generally short-term investments that may include but are
not limited to: (i) shares of money market funds; (ii) obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’
acceptances, fixed time deposits and other obligations of U.S. and foreign banks (including foreign branches) and similar institutions;
(iv) commercial paper rated at the date of purchase “Prime-1” by Moody’s Investors Service (“Moody’s”)
or “A-1” by Standard & Poor’s (“S&P”), or if unrated, of comparable quality as determined
by the Adviser; (v) non-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date
of purchase of not more than 397 days and that satisfy the rating requirements set forth in Rule 2a-7 under the 1940 Act; and (vi)
short-term U.S. dollar-denominated obligations of foreign banks (including U.S. branches) that, in the opinion of the Adviser,
are of comparable quality to obligations of U.S. banks which may be purchased by a Fund. Any of these instruments may be purchased
on a current or a forward-settled basis. Money market instruments also include shares of money market funds. Time deposits are
non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’
acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.
SPECIAL CONSIDERATIONS AND RISKS
A discussion of the risks associated with
an investment in each Fund is contained in the Prospectus. The discussion below supplements, and should be read in conjunction
with, the Prospectus.
GENERAL
Investment in a Fund should be
made with an understanding that the value of the Fund’s portfolio securities may fluctuate in accordance with changes in
the financial condition of the issuers of the portfolio securities, the value of securities generally and other factors.
An investment in a Fund should
also be made with an understanding of the risks inherent in an investment in securities, including the risk that the financial
condition of issuers may become impaired or that the general condition of the securities markets may deteriorate (either of which
may cause a decrease in the value of the portfolio securities and thus in the value of Shares). Securities are susceptible to general
market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change.
These investor perceptions are based on various and unpredictable factors including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political,
economic and banking crises.
Holders of common stocks incur
more risk than holders of preferred stocks and debt obligations because common stockholders, as owners of the issuer, have generally
inferior rights to receive payments from the issuer in comparison with the rights of creditors of, or holders of debt obligations
or preferred stocks issued by, the issuer. Further, unlike debt securities which typically have a stated principal amount payable
at maturity (whose value, however, will be subject to market fluctuations prior thereto), or preferred stocks which typically have
a liquidation preference and which may have stated optional or mandatory redemption provisions, common stocks have neither a fixed
principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding.
The principal trading market
for some of the securities in the Index may be in the over-the-counter market. The existence of a liquid trading market for certain
securities may depend on whether dealers will make a market in such securities. There can be no assurance that a market will be
made or maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of
a Fund’s Shares will be adversely affected if trading markets for the Fund’s portfolio securities are limited or absent
or if bid/ask spreads are wide.
TAX RISKS
As with any investment, you should
consider how your investment in Shares of a Fund will be taxed. The tax information in the Prospectus and this SAI is provided
as general information. You should consult your own tax professional about the tax consequences of an investment in Shares of a
Fund.
CONTINUOUS OFFERING
The method by which Creation
Units of Shares are created and traded may raise certain issues under applicable securities laws. Because new Creation Units of
Shares are issued and sold by the Trust on an ongoing basis, at any point a “distribution,” as such term is used in
the Securities Act, may occur. 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 Transfer Agent,
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-dealer firms should also
note that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating
in the distribution of Shares, are generally required to deliver a prospectus. This is because the prospectus delivery exemption
in Section 4(3) of the Securities Act is not available in respect of such transactions as a result of Section 24(d) of the 1940
Act. Firms that incur a prospectus-delivery obligation with respect to Shares of a Fund are reminded that under Securities Act
Rule 153, 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 Fund’s 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.
INVESTMENT RESTRICTIONS
The Trust has adopted the following investment
restrictions as fundamental policies with respect to the Funds. These restrictions cannot be changed without the approval of the
holders of a majority of a Fund’s outstanding voting securities. For purposes of the 1940 Act, a majority of the outstanding
voting securities of a Fund means the vote, at an annual or a special meeting of the security holders of the Trust, of the lesser
of (1) 67 percent or more of the voting securities of the Fund present at such meeting, if the holders of more than 50 percent
of the outstanding voting securities of the Fund are present or represented by proxy, or (2) more than 50 percent of the outstanding
voting securities of the Fund. Except with the approval of a majority of the outstanding voting securities, a Fund may not:
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1.
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Change its investment objective;
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2.
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Lend any funds or other assets except through the purchase of all or a portion of an issue of securities
or obligations of the type in which it is permitted to invest (including participation interests in such securities or obligations)
and except that the Fund may lend its portfolio securities in an amount not to exceed 33 1/3% of the value of its total assets;
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3.
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Issue senior securities or borrow money, except borrowings from banks for temporary or emergency
purposes in an amount up to 10% of the value of the Fund’s total assets (including the amount borrowed), valued at market,
less liabilities (not including the amount borrowed) valued at the time the borrowing is made, and the Fund will not purchase securities
while borrowings in excess of 5% of the Fund’s total assets are outstanding, provided, that for purposes of this restriction,
short-term credits necessary for the clearance of transactions are not considered borrowings (this limitation on purchases does
not apply to acceptance by the Fund of a deposit principally of securities included in the relevant Index for creation of Creation
Units);
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4.
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Pledge, hypothecate, mortgage or otherwise encumber its assets, except to secure permitted borrowings.
(The deposit of underlying securities and other assets in escrow and collateral arrangements with respect to initial or variation
margin for futures contracts or options contracts will not be deemed to be pledges of the Fund’s assets);
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5.
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Purchase, hold or deal in real estate, or oil, gas or mineral interests or leases, but the Fund
may purchase and sell securities that are issued by companies that invest or deal in such assets;
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6.
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Act as an underwriter of securities of other issuers, except to the extent the Fund may be deemed
an underwriter in connection with the sale of securities in its portfolio;
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7.
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Purchase securities on margin, except for such short-term credits as are necessary for the clearance
of transactions, except that the Fund may make margin deposits in connection with transactions in options, futures and options
on futures;
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8.
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Sell securities short;
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9.
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Invest in commodities or commodity contracts, except that the Fund may transact in exchange traded
futures contracts on securities, stock indices and options on such futures contracts and make margin deposits in connection with
such contracts; or
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10.
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Concentrate its investments in securities of issuers in the same industry, except the Fund will
concentrate, as necessary to approximate the composition of the Fund’s underlying Index (the SEC Staff considers concentration
to involve more than 25 percent of the Fund’s assets to be invested in an industry or group of industries).
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In addition to the investment restrictions
adopted as fundamental policies as set forth above, each Fund observes the following restrictions, which may be changed by the
Board without a shareholder vote. A Fund:
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1.
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Will not invest in the securities of a company for the purpose of exercising management or control,
provided that the Trust may vote the investment securities owned by the Fund in accordance with its views.
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2.
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Will not hold illiquid assets in excess of 15% of its net assets. An illiquid asset is any asset
which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the
Fund has valued the investment.
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3.
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Will, under normal circumstances, invest at least 95% of its total assets in common stocks that
compose its relevant Index. Prior to any change in the Fund’s 95% investment policy, the Fund will provide shareholders with
60 days written notice.
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4.
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Will not invest in securities issued by other investment companies so that, as determined immediately
after a purchase of such securities is made: (i) not more than 5% of the value of the Fund’s total assets will be invested
in the securities of any one investment company; (ii) not more than 10% of the value of its total assets will be invested in the
aggregate in securities of investment companies as a group; and (iii) not more than 3% of the outstanding voting stock of any one
investment company will be owned by the Fund.
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If a percentage limitation is
adhered to at the time of investment or contract, a later increase or decrease in percentage resulting from any change in value
or total or net assets will not result in a violation of such restriction, except that the percentage limitations with respect
to the borrowing of money and illiquid securities will be observed continuously. With respect to the limitation on illiquid securities,
in the event that a subsequent change in net assets or other circumstances cause the Fund to exceed its limitation, the Fund will
take steps to bring the aggregate amount of illiquid instruments back within the limitations as soon as reasonably practicable.
EXCHANGE LISTING AND TRADING
A discussion of exchange listing and trading
matters associated with an investment in A Fund is contained in the Prospectus under “ADDITIONAL PURCHASE AND SALE INFORMATION.”
The discussion below supplements, and should be read in conjunction with, such sections of the Prospectus.
The Shares of each Fund are approved for
listing and trading on the Exchange, subject to notice of issuance. The Shares trade on the Exchange at prices that may differ
to some degree from their net asset value. There can be no assurance that the requirements of the Exchange necessary to maintain
the listing of Shares of the Fund will continue to be met.
The Exchange may, but is not required to,
remove the Shares of a Fund from listing if: (1) following the initial twelve-month period beginning upon the commencement of trading
of the Fund, there are fewer than 50 beneficial holders of the Shares for 30 or more consecutive trading days; (2) the value of
its underlying Index or portfolio of securities on which the Fund is based is no longer calculated or available; (3) the “indicative
optimized portfolio value” (“IOPV”) of the Fund is no longer calculated or available; or (4) such other event
shall occur or condition exists that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable. In addition,
the Exchange will remove the Shares from listing and trading upon termination of the Trust or the Fund.
The Trust reserves the right to adjust
the Share price of a Fund in the future to maintain convenient trading ranges for investors. Any adjustments would be accomplished
through stock splits or reverse stock splits, which would have no effect on the net assets of the Fund.
As in the case of other publicly-traded
securities, brokers’ commissions on transactions will be based on negotiated commission rates at customary levels.
The base and trading currencies of the
Funds is the U.S. dollar. The base currency is the currency in which a Fund’s net asset value per Share is calculated and
the trading currency is the currency in which Shares of the Fund are listed and traded on the Exchange.
MANAGEMENT OF THE TRUST
The following information supplements and
should be read in conjunction with the section in the Prospectus entitled “MANAGEMENT.”
The Board has responsibility for the overall
management, operations and business affairs of the Trust, including general supervision and review of its investment activities.
The Trustees elect the officers of the Trust who are responsible for administering the day-to-day operations of the Trust and the
Funds.
The Trustees and executive officers of
the Trust, along with their year of birth, principal occupations over the past five years, length of time served, total number
of portfolios overseen in the fund complex, public and fund directorships held and other positions and their affiliations, if any,
with the Adviser, are listed below:
TRUSTEES AND OFFICERS OF THE TRUST
TRUSTEES
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NAME, ADDRESS
AND YEAR OF BIRTH
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POSITION(S)
WITH TRUST
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TERM OF OFFICE
AND LENGTH
OF TIME SERVED
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PRINCIPAL
OCCUPATION(S)
DURING PAST 5 YEARS
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NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN BY
TRUSTEE
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OTHER
DIRECTORSHIPS
HELD BY
TRUSTEE DURING
THE LAST 5 YEARS
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Independent Trustees
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Deborah Fuhr
(1959)
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Independent Trustee
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Term: Unlimited
Trustee since 2018
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Co-Founder and Managing Partner, ETFGI LLP (research and consulting) (2012 to present);
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[3]
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Co-Founder and Board Member, Women in ETFs (Not for Profit)
(2014 to present); Co-founder and Board Member, Women in ETFs Europe Limited (Educational Association) (2015 to present); Director
and Board Member, 2 Culfrod Gardens RTM (Property) (200 to present); Director and
Board Member (2 Culford Gardens Freehold (Property) (2011 to present)
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George Hornig
(1954)
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Independent Trustee and Chairman of the Audit Committee
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Term: Unlimited
Trustee since 2018
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Managing Member, George Hornig, LLC (2017 to present) (investments); Senior Managing Director and Chief Operating Officer, Pinebridge Investments (investment adviser) (2010 to 2016).
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[3]
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Director, Forrester Research, Inc. (technology research company)
(1997 to 2015); Director, Daniel J. Edelman Holding (2016 to present) (communications marketing firm); Director, Xometry (advanced
manufacturing platform business) (2014 to present); Director, KBL Merger Corp IV (2017 to present) (healthcare).
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Richard Lyons
(1961)
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Lead Independent Trustee and Chairman of the Nominating and Governance Committee
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Term: Unlimited
Trustee since 2018
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Dean (since 2008), Haas School of Business, UC
Berkeley; Chief Learning Officer (2006 to 2008), Goldman Sachs (investment banking and investment management); Executive
Associate Dean (2005 to 2006), Acting Dean (2004 to 2005), Professor (2000 to 2004), Associate Professor (1996 to 2000),
Assistant Professor (1993 to 1996), Haas School of Business, UC Berkeley.
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[3]
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Director (2013 to 2016), Matthews A Share Selections Fund, LLC (mutual funds).
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Stewart Myers
(1940)
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Independent Trustee
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Term: Unlimited
Trustee since 2018
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Professor, MIT Sloan School of Management (since 2015); Principal,
The Brattle Group, Inc. (since 1991).
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[3]
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Director, Entergy Corp. (2009 to 2015).
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Interested
Trustees
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Rory Riggs
(1953)
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Trustee and Chief Executive Officer
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Term: Unlimited
Trustee since 2017
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Founder and Chief Executive Officer, Locus Analytics, LLC (since 2010); Founder and Chief Executive Officer, Syntax Advisors, LLC (Since 2009); and is the Chief Executive Officer and Founder of Syntax Indices (Since 2009).
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[3]
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Managing Member of Balfour, LLC (since 1991); Board Member, Nuredis, Inc. (2016 to present); President, Biomatrix Corporation (1996 to 2000); Director, Biomatrix Corporation (1990 to 2000); Acting President and Chief Executive Officer of RF&P Corporation (1991 to 1995); Managing Director, PaineWebber Incorporated (1981 to 1990); Co-founder and Chairman, RP Management, LLC Chairman and co-founder, Royalty Pharma (1996 to present) (biopharmaceuticals); Chairman and Co-Founder, Cibus Global, Ltd. (2012 to present) (gene editing agriculture); Director GeneNews Limited (2000 to present); Director, Intra-Cellular Therapies, Inc. (since 2014); Director, FibroGen, Inc. (1993 to present).
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Kathy Cuocolo
(1952)
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Trustee and President
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Term: Unlimited
Trustee since 2018
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President, Syntax Advisors, LLC and predecessor companies (2014 to present); Managing Director, Head of Global ETF Services, BNY Mellon (2008 to 2013); Executive Vice President, State Street (1982 to 2003).
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[3]
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Greenbacker Renewable Energy LLC, Audit Chair (2013 to present); Guardian Life Family of Funds (2005 – 2007); Select Sector Trust, Chairman (2000 to 2007); The China Fund (1999 to 2003).
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OFFICERS
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NAME, ADDRESS
AND YEAR OF BIRTH
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POSITION(S)
WITH TRUST
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TERM OF
OFFICE
AND LENGTH
OF TIME
SERVED
|
PRINCIPAL OCCUPATION(S)
DURING PAST 5 YEARS
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OFFICERS
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Rory Riggs
(1953)
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Chief Executive
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Since 2018
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See Trustee table above
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Kathy Cuocolo
(1952)
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President
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Since 2018
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See Trustee table above
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David Jaffin
(1954)
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Treasurer
|
Since 2019
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Partner, B2B CFO® (January 2019 to present);
Chief Financial Officer, Poliwogg Holdings, Inc. (October 2012 to August 2018).
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Carly Arison
(1990)
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Secretary
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Since 2018
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Vice President, Syntax Advisors, LLC and predecessor companies (2012 to present)
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Brandon Kipp
(1983)
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Chief Compliance Officer
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Since 2019
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Director, Foreside Financial Group, LLC (since May 2019); Senior
Fund Compliance Officer, Ultimus Fund Solutions, LLC (from July 2017 to May 2019); Assistant Vice President and Compliance Manager,
UMB Fund Services, Inc. (March 2014 to July 2017).
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Leadership Structure
and Board of Trustees
Board Responsibilities. The management
and affairs of the Trust and its series, including the Funds described in this SAI, are overseen by the Trustees. The Board has
approved contracts, as described in this SAI, under which certain companies provide essential management services to the Trust.
Like most mutual funds, the day-to-day
business of the Trust, including the management of risk, is performed by third party service providers, such as the Adviser, Sub-Advisers,
Distributor and Administrator. The Trustees are responsible for overseeing the Trust’s service providers and, thus, have
oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify
and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder
services, investment performance or reputation of the Funds. The Funds and their service providers employ a variety of processes,
procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence
and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or
more discrete aspects of the Trust’s business (e.g., a Sub-Adviser is responsible for the day-to-day management of a Fund’s
portfolio investments) and, consequently, for managing the risks associated with that business. The Board has emphasized to the
Funds’ service providers the importance of maintaining vigorous risk management.
The Trustees’ role in risk oversight
begins before the inception of a Fund, at which time the Fund’s Adviser presents the Board with information concerning the
investment objectives, strategies and risks of the Fund, as well as proposed investment limitations for the Fund. Additionally,
the Fund’s Adviser provides the Board with an overview of, among other things, their investment philosophies, brokerage practices
and compliance infrastructures. Thereafter, the Board continues its oversight function as various personnel, including the Trust’s
Chief Compliance Officer, as well as personnel of the Adviser and other service providers, such as the Fund’s independent
accountants, make periodic reports to the Audit Committee or to the Board with respect to various aspects of risk management. The
Board and the Audit Committee oversee efforts by management and service providers to manage risks to which each Fund may be exposed.
The Board is responsible for overseeing
the nature, extent and quality of the services provided to the Funds by the Adviser and Sub-Advisers and receives information about
those services at its regular meetings. In addition, on an annual basis, in connection with its consideration of whether to renew
the Advisory Agreement with the Adviser, Sub-Advisory Agreements with the Sub-Advisers, the Board meets with the Adviser and Sub-Advisers
to review such services. Among other things, the Board regularly considers the Advisers’ adherence to each Fund’s investment
restrictions and compliance with various Fund policies and procedures and with applicable securities regulations. The Board also
reviews information about each Fund’s investments.
The Trust’s Chief Compliance Officer
reports regularly to the Board to review and discuss compliance issues. At least annually, the Trust’s Chief Compliance Officer
provides the Board with a report reviewing the adequacy and effectiveness of the Trust’s policies and procedures and those
of its service providers, including the Adviser and Sub-Advisers. The report addresses the operation of the policies and procedures
of the Trust and each service provider since the date of the last report; any material changes to the policies and procedures since
the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance
matters since the date of the last report.
The Board receives reports from Fund service
providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. Regular reports
are made to the Board concerning investments for which market quotations are not readily available. Annually, the independent registered
public accounting firm reviews with the Audit Committee its audit of each Fund’s financial statements, focusing on major
areas of risk encountered by the Fund and noting any significant deficiencies or material weaknesses in the Fund’s internal
controls. Additionally, in connection with its oversight function, the Board oversees Fund management’s implementation of
disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trust in its
periodic reports with the SEC are recorded, processed, summarized, and reported within the required time periods. The Board also
oversees the Trust’s internal controls over financial reporting, which comprise policies and procedures designed to provide
reasonable assurance regarding the reliability of the Trust’s financial reporting and the preparation of the Trust’s
financial statements.
From their review of these reports and
discussions with the Adviser, Sub-Advisers, the Chief Compliance Officer, the independent registered public accounting firm and
other service providers, the Board and the Audit Committee learn in detail about the material risks of a Fund, thereby facilitating
a dialogue about how management and service providers identify and mitigate those risks.
The Board recognizes that not all risks
that may affect a Fund can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate
certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s goals,
and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover,
reports received by the Trustees as to risk management matters are typically summaries of the relevant information. Most of the
Funds’ investment management and business affairs are carried out by or through the Funds’ Adviser, Sub-Advisers and
other service providers, each of which has an independent interest in risk management but whose policies and the methods by which
one or more risk management functions are carried out may differ from the Funds’ and each other’s in the setting of
priorities, the resources available or the effectiveness of relevant controls. As a result of the foregoing and other factors,
the Board’s ability to monitor and manage risk, as a practical matter, is subject to limitations.
Trustees and Officers. There are
6 members of the Board of Trustees, 4 of whom are not interested persons of the Trust, as that term is defined in the 1940 Act
(“Independent Trustees”). Mr. Riggs, an Interested Trustee, serves as Chairman of the Board to act as liaison with
the investment adviser, other service providers, counsel and other Trustees generally between meetings. Mr. Lyons serves as Lead
Independent Trustee and is a spokesperson for and leader of the Independent Trustees. The Board has determined its leadership structure
is appropriate given the specific characteristics and circumstances of the Trust. The Board made this determination in consideration
of, among other things, the fact that the Independent Trustees constitute a majority of the Board, the fact that the chairperson
of each Committee of the Board is an Independent Trustee, the amount of assets under management in the Trust, and the number of
funds (and classes of shares) overseen by the Board. The Board also believes that its leadership structure facilitates the orderly
and efficient flow of information to the Independent Trustees from fund management.
The Board of Trustees has two standing
committees: the Audit Committee and the Nominating and Governance Committee. The Audit Committee and the Nominating and Governance
Committee are each chaired by an Independent Trustee and composed of all of the Independent Trustees.
Individual Trustee Qualifications
The Board has concluded that each of the
Trustees should serve on the Board because of his or her ability to review and understand information about the Funds provided
to him or her by management, to identify and request other information he or she may deem relevant to the performance of his or
her duties, to question management and other service providers regarding material factors bearing on the management and administration
of the Funds, and to exercise his or her business judgment in a manner that serves the best interests of each Fund’s shareholders.
The Board has concluded that each of the Trustees should serve as a Trustee based on his or her own experience, qualifications,
attributes and skills as described below.
Rory Riggs: Rory Riggs is
the CEO and Founder of Syntax Indices.
Rory’s idea for Syntax Stratified
Indices came from his career in healthcare and the industry’s statistical use of population sampling and stratification across
sub-populations to control for inadvertent biases in clinical trial results. To address the potential of similar biases in index
results, he and his team identified a new risk category called related business risks; developed a new classification system with
which to identify and group related business risk; and implemented a stratified weighting methodology to control for the inadvertent
over-weighting of related business risks that regularly occur capitalization-weight and equal-weight methodologies. Using this
stratified-weight methodology, Syntax operates a family of Syntax Stratified Indices that includes a Stratified Syntax LargeCap,
SmallCap Index and MidCap Index that provide stratified-weight versions of the widely-followed S&P 500, S&P 600 and the
S&P 400.
Prior to founding Syntax and its parent,
Locus Analytics, Rory has been involved in the creation and development of many successful companies in healthcare and bio-technology.
These companies include: Royalty Pharma; Fibrogen, Inc.; Cibus, LLC; GeneNews Ltd., Sugen, Inc. and eReceivables Inc. He is currently
the chairman and co-founder of Royalty Pharma, the largest investor in revenue-producing intellectual property, principally royalty
interests in marketed and late-stage development biopharmaceutical products. In addition, Rory is Chairman and Co-founder of Cibus,
the leader in non-transgenic (non-GMO) gene editing in agriculture. He also served as the president and director of Biomatrix Corporation
(NYSE: BXM) where he launched Synvisc, an important product in the treatment of osteoarthritis.
Rory received a BA from Middlebury College
and an MBA from Columbia University.
Kathy Cuocolo: Kathy Cuocolo
is president of Syntax Advisors, LLC, bringing over 30 years of experience in the asset management and ETF industry to Syntax.
Prior to Syntax, Kathy was Managing Director,
Head of Global ETF Services at BNY Mellon. Before BNY, Kathy spent 22 years at State Street Corporation, where she rose to Executive
Vice President. While at State Street, Kathy brought the first ETF to market, the S&P 500 SPDR, as well as several of the other
early ETF products such as the Select Sector SPDR, the Dow Diamond, and CountryBaskets. She began her career at PricewaterhouseCoopers
as an audit and consulting manager. She is a Board Member and Audit Chair of Greenbacker Renewable Energy LLC and has been on the
Boards of Select Sector SPDRs, The China Fund and Guardian Family of Funds.
Kathy received her B.A. in Accounting Summa
Cum Laude from Boston College and is a Certified Public Accountant in Massachusetts.
George Hornig: George Hornig
has had a career as a senior operating officer in the financial services industry (asset management, investment banking, insurance
and fin-tech).
From 2010 - 2016, George was a Senior Managing
Director of PineBridge Investments. George led the restructuring of the operations of this former division of AIG Insurance to
make it an independent company after its divestiture. Prior to joining PineBridge, George spent 11 years at Credit Suisse Asset
Management as Global Chief Operating Officer. Prior to that, he was Executive Vice President and Chief Operating Officer, Americas,
at Deutsche Bank. In 1988, he was a co-founder and Chief Operating Officer of Wasserstein Perella and Company, following his tenure
at The First Boston Corp. George also practiced law for two years at Skadden Arps at the start of his career. In addition, George’s
career has spanned investments, management and advisor in industries as diverse as health care, manufacturing and the outsourcing
of business services, social media, cybersecurity, augmented reality, and e-waste management. Presently he is managing a portfolio
of acquisition transactions and venture capital investments. Also he is the Chairman of KBL Merger Corp IV (healthcare industry
SPAC), a Director of Edelman (communications marketing firm), and a Director of Xometry (advanced manufacturing platform business).
From 1992 to 2012, he was a Director of Unity Mutual Life and from 1996 to 2018, he was a Director of Forrester Research and Chairman
of the Audit Committee.
George received his AB in Economics from Harvard College, his
MBA from Harvard Business School and his JD from Harvard Law School.
Deborah Fuhr: Deborah Fuhr
is the managing partner and co-founder of ETFGI. Previously she served as global head of ETF research and implementation strategy
and as a managing director at BlackRock/Barclays Global Investors from 2008-2011. Fuhr also worked as a managing director and head
of the investment strategy team at Morgan Stanley in London from 1997-2008, and as an associate at Greenwich Associates.
Deborah Fuhr is the recipient of the 2014
William F. Sharpe Lifetime Achievement Award for outstanding and lasting contributions to the field of index investing, the Nate
Most Greatest Contributor to the ETF industry award, and the ETF.com Lifetime achievement award. She has been named as one of the
“100 Most Influential Women in Finance” by Financial News in 2014, 2013, 2012, 2009, 2008 and 2007. Ms. Fuhr won the
award for the Greatest Overall Contribution to the development of the Global ETF industry in the ExchangeTradedFunds.com survey
in 2011 and 2008, Ms. Fuhr is one of the founders and on the board of Women in ETFs and is on the board of Cancer Research UK’s
‘Women of Influence’ initiative to support female scientists. Ms. Fuhr is on the editorial board of the Journal of
Indexes, and Money Management Executive; the advisory board for the Journal of Index Investing; and the investment panel of experts
for Portfolio Adviser, the FTSE ICB Advisory Committee, the NASDAQ listing and hearing review council, the International Advisory
Committee for the Egyptian Exchange, and the University of Connecticut School of Business International Advisory Board.
She holds a BS degree from the University of Connecticut and
an MBA from the Kellogg School of Management at Northwestern University.
Richard Lyons: Richard Lyons
is the dean of the Haas School of Business, UC Berkeley, and holds the Bank of America Dean’s Chair.
Prior to becoming dean in July 2008, he
served as the chief learning officer at Goldman Sachs in New York, a position he held since 2006. As chief learning officer, Rich
was responsible for leadership development among the firm’s managing directors. Prior to Goldman Sachs, Rich served as acting
dean of the Haas School from 2004 to 2005 and as executive associate dean and Sylvan Coleman Professor of Finance from 2005 to
2006.
He received his BS with highest honors from UC Berkeley (finance)
and his Ph.D. from MIT (economics). Before coming to Haas, Professor Lyons spent six years on the faculty at Columbia Business
School. His teaching expertise is in international finance.
Stewart Myers: Stewart C.
Myers is the Robert C. Merton (1970) Professor of Finance, Emeritus at the MIT Sloan School of Management.
Mr. Myers is past President of the American
Finance Association, a Research Associate at the National Bureau of Economic Research and a principal of the Brattle Group, Inc.
His textbook Principles of Corporate Finance (12th ed., with Richard Brealey and Franklin Allen) is known as the “bible”
of financial management. His research focuses on the valuation of real and financial assets, corporate finance and financial
aspects of government regulation of business. He introduced both the tradeoff and pecking order theories of capital structure and
was the first to recognize the importance of real options in corporate finance. Myers is the author of influential research
papers on many topics, including adjusted present value (APV), rate of return regulation, capital allocation and risk management
in banking and insurance, real options, payout policy, and moral hazard and information issues in financing decisions. He has served
as a director of Entergy Corporation and CAT Ltd. and as a manager of the Cambridge Endowment for Research in Finance.
He holds an AB from Williams College and an MBA and a PhD from
Stanford University.
References to the experience, attributes
and skills of Trustees above are pursuant to requirements of the SEC and do not constitute holding out of the Board or any Trustee
as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person
or on the Board by reason thereof.
In its periodic assessment of the effectiveness
of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the
broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately
diverse) skills and experience to oversee the business of the Funds.
REMUNERATION OF THE TRUSTEES AND OFFICERS
No officer,
director or employee of the Adviser, its parent or subsidiaries receives any compensation from the Trust for serving as an officer
or Trustee of the Trust. The Trust pays, in the aggregate, each Independent Trustee an annual fee of $25,000.
Trustee fees are allocated between the Funds in such a manner as deemed equitable, taking into consideration the relative net assets
of the series.
STANDING COMMITTEES
Audit Committee. The Board has an
Audit Committee consisting of all Independent Trustees. George Hornig serves as Chair. The Audit Committee meets with the Trust’s
independent auditors to review and approve the scope and results of their professional services; to review the procedures for evaluating
the adequacy of the Trust’s accounting controls; to consider the range of audit fees; and to make recommendations to the
Board regarding the engagement of the Trust’s independent auditors. The Audit Committee was established on March 28, 2018
and met once during the calendar year ending December 31, 2018.
Nominating and Governance Committee. The Board has established a Nominating and Governance Committee consisting of all Independent
Trustees. Richard Lyons serves as Chairperson. The responsibilities of the Nominating and Governance Committee are to: (1) nominate
Independent Trustees; (2) review on a periodic basis the governance structures and procedures of the Funds; (3) periodically review
Trustee compensation, (4) annually review committee and committee chair assignments, (5) annually review the responsibilities and
charter of each committee, (6) to plan and administer the Board’s annual self-evaluation, (7) annually consider the structure,
operations and effectiveness of the Nominating and Governance Committee, and (8) at least annually evaluate the independence of
counsel to the Independent Trustees. The Nominating and Governance Committee was established on March 28, 2018 and met once during
the calendar year ending December 31, 2019.
The Trustees adopted the following procedures
with respect to the consideration of nominees recommended by security holders.
|
|
1.
|
The shareholder must submit any such recommendation (a “Shareholder Recommendation”)
in writing to the Trust, to the attention of the Trust’s Secretary, at the address of the principal executive offices of
the Trust.
|
|
|
2.
|
The Shareholder Recommendation must be delivered to, or mailed and received at, the principal executive
offices of the Trust not less than sixty (60) calendar days nor more than ninety (90) calendar days prior to the date of the Board
or shareholder meeting at which the nominee candidate would be considered for election. Shareholder Recommendations will be kept
on file for two years after receipt of the Shareholder Recommendation. A Shareholder Recommendation considered by the Committee
in connection with the Committee’s nomination of any candidate(s) for appointment or election as an independent Trustee need
not be considered again by the Committee in connection with any subsequent nomination(s).
|
|
|
3.
|
The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name,
age, date of birth, business address, residence address and nationality of the person recommended by the shareholder (the “candidate”),
and the names and addresses of at least three professional references; (B) the number of all shares of the Trust (including the
series and class, if applicable) owned of record or beneficially by the candidate, the date such shares were acquired and the investment
intent of such acquisition(s), as reported to such shareholder by the candidate; (C) any other information regarding the candidate
called for with respect to director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b)
of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
adopted by the SEC (or the corresponding provisions of any applicable regulation or rule subsequently adopted by the SEC or any
successor agency with jurisdiction related to the Trust); (D) any other information regarding the candidate that would be required
to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation
of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder
or any other applicable law or regulation; and (E) whether the recommending shareholder believes that the candidate is or will
be an “interested person” of the Trust (as defined in the 1940 Act) and, if not an “interested person,”
information regarding the candidate that will be sufficient, in the discretion of the Board or the Committee, for the Trust to
make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Trustee
if elected; (iii) the recommending shareholder’s name as it appears on the Trust’s books; (iv) the number of all shares
of the Trust (including the series and class, if applicable) owned beneficially and of record by the recommending shareholder;
(v) a complete description of all arrangements or understandings between the recommending shareholder and the candidate and any
other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder
including, without limitation, all direct and indirect compensation and other material monetary agreements, arrangements and understandings
between the candidate and recommending shareholder during the past three years, and (vi) a brief description of the candidate’s
relevant background and experience for membership on the Board, such as qualification as an audit committee financial expert.
|
|
|
4.
|
The Committee may require the recommending shareholder to furnish such other information as it
may reasonably require or deem necessary to verify any information furnished pursuant to paragraph 3 above or to determine the
eligibility of the candidate to serve as a Trustee of the Trust or to satisfy applicable law. If the recommending shareholder fails
to provide such other information in writing within seven days of receipt of a written request from the Committee, the recommendation
of such candidate as a nominee will be deemed not properly submitted for consideration, and the Committee will not be required
to consider such candidate.
|
OWNERSHIP OF FUND SHARES
As of [___], neither the Independent Trustees
nor their immediate family members owned beneficially or of record any securities in the Adviser, Sub-Advisers, Principal Underwriter
or any person controlling, controlled by, or under common control with the Adviser, Sub-Advisers or Principal Underwriter.
The following table sets forth information describing the dollar
range of equity securities beneficially owned by each Trustee in the Trust as of [___].
|
Name of Trustee
|
|
Fund
|
|
Dollar Range of
Equity Securities in
the
Fund
|
|
Aggregate Dollar
Range of Equity
Securities in All Funds
Overseen by Trustee in
Family of Investment
Companies
|
|
Independent Trustees:
|
|
|
|
|
|
|
|
Deborah Fuhr
|
|
None
|
|
None
|
|
None
|
|
George Hornig
|
|
None
|
|
None
|
|
None
|
|
Richard Lyons
|
|
None
|
|
None
|
|
None
|
|
Stewart Myers
|
|
None
|
|
None
|
|
None
|
|
|
|
|
|
|
|
|
|
Interested Trustees:
|
|
|
|
|
|
|
|
Rory Riggs
|
|
None
|
|
None
|
|
None
|
|
Kathy Cuocolo
|
|
None
|
|
None
|
|
None
|
CODE OF ETHICS. The Trust, the
Adviser, the Sub-Advisers and Foreside Financial Group, LLC (on behalf of Foreside Fund Officer Services, LLC) have each adopted
a code of ethics under Rule 17j-1 of the 1940 Act. These codes of ethics permit, subject to certain conditions, personnel
of each of those entities to invest in securities that may be purchased or held by the Funds. The Distributor relies on the principal
underwriters exception under Rule 17j-1(c)(3), specifically where the Distributor is not affiliated with the Trust or the Adviser,
and no officer, director or general partner of the Distributor serves as an officer, director or general partner of the Trust
or the Adviser. Each code of ethics, filed as an exhibit to the Trust’s registration statement, may be examined at the office
of the SEC in Washington, D.C. or on the Internet at the SEC’s website at http://www.sec.gov.
PROXY VOTING POLICY. The Board
believes that the voting of proxies on securities held by the Funds is an important element of the overall investment process.
As such, the Board has delegated the responsibility to vote such proxies to the Sub-Adviser. The Sub-Adviser’s proxy voting
policy is attached at the end of this SAI as Appendix A. Information regarding how a Fund voted proxies relating to its portfolio
securities during the most recent twelve-month period ended June 30 is available: (1) without charge by calling (866) 972-4492;
(2) on the Funds’ website at www.SyntaxAdvisors.com; and (3) on the SEC’s website at http://www.sec.gov.
DISCLOSURE OF PORTFOLIO HOLDINGS POLICY.
The Trust has adopted a policy regarding the disclosure of information about the Trust’s portfolio holdings. The Board must
approve all material amendments to this policy. Each Fund’s portfolio holdings are publicly disseminated each day the Fund
is open for business through financial reporting and news services including publicly accessible Internet web sites. In addition,
a basket composition file, which includes the security names and share quantities to deliver in exchange for each Fund’s
shares, together with estimates and actual cash components, is publicly disseminated daily prior to the opening of the Exchange
via the National Securities Clearing Corporation (the “NSCC”). The basket represents one Creation Unit of the Fund.
The Trust, the Adviser or State Street will not disseminate non-public information concerning the Trust, except: (i) to a party
for a legitimate business purpose related to the day-to-day operations of the Fund or (ii) to any other party for a legitimate
business or regulatory purpose, upon waiver or exception.
THE INVESTMENT ADVISER
Syntax Advisors, LLC (“Syntax”
or “Adviser”) acts as investment adviser to the Trust and, subject to the supervision of the Board, is responsible
for the investment management of the Funds. The Adviser’s principal address is One Liberty Plaza, 46th Fl. New York, NY 10006.
The Adviser serves as investment adviser
to the Funds pursuant to an investment advisory agreement (“Investment Advisory Agreement”) between the Trust and the
Adviser. The Investment Advisory Agreement, with respect to each Fund, continues in effect for two years from its effective date,
and thereafter is subject to annual approval by (1) the Board or (2) vote of a majority of the outstanding voting securities
(as defined in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a majority of the
Board who are not interested persons (as defined in the 1940 Act) of the Trust by a vote cast in person at a meeting called for
the purpose of voting on such approval. The Investment Advisory Agreement with respect to each Fund is terminable without penalty,
on 60 days’ notice, by the Board or by a vote of the holders of a majority (as defined in the 1940 Act) of the Fund’s
outstanding voting securities. The Investment Advisory Agreement is also terminable upon 60 days’ notice by the Adviser and
will terminate automatically in the event of its assignment (as defined in the 1940 Act).
Under the Investment Advisory Agreement,
the Adviser, subject to the supervision of the Board and in conformity with the stated investment policies of each Fund, manages
the investment of the Fund’s assets. The Adviser is responsible for placing purchase and sale orders and providing continuous
supervision of the investment portfolio of the Fund. Pursuant to the Investment Advisory Agreement, the Trust has agreed to indemnify
the Adviser for certain liabilities, including certain liabilities arising under the federal securities laws, unless such loss
or liability results from willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard
of its obligations and duties.
For the services provided to the Funds
under the Investment Advisory Agreement, each Fund pays the Adviser monthly fees based on a percentage of the Fund’s average
daily net assets as set forth in the Fund’s Prospectus. From time to time, the Adviser may waive all or a portion of its
fee. Under the Investment Advisory Agreement, the Adviser agrees to pay all expenses of the Trust, except (i) interest expense,
(ii) taxes, (iii) acquired fund fees and expenses, (iv) brokerage expenses and other expenses (such as stamp taxes) connected with
the execution of portfolio transactions or in connection with creation and redemption transactions, (v) expenses associated with
shareholder meetings, (vi) compensation and expenses of the Independent Trustees, (vii) compensation and expenses of the Trust’s
chief compliance officer and his or her staff, (viii) distribution fees and expenses paid by the Trust under any distribution plan
adopted pursuant to Rule 12b-1 under the 1940 Act, (ix) legal fees or expenses in connection with any arbitration, litigation or
pending or threatened arbitration or litigation, including any settlements in connection therewith, and (x) extraordinary expenses
of the Fund.
The advisory fees paid to the Adviser for
the last three fiscal years have been omitted because the Funds have not commenced investment operations as of the date of this
SAI.
Syntax has agreed to waive its fees and/or
absorb expenses of the Funds to ensure that Total Annual Operating Expenses (excluding, as applicable, (i) interest expense, (ii)
taxes, (iii) acquired fund fees and expenses, (iv) brokerage expenses and other expenses (such as stamp taxes) connected with the
execution of portfolio transactions or in connection with creation and redemption transactions, (v) expenses associated with shareholder
meetings, (vi) compensation and expenses of the Independent Trustees, (vii) compensation and expenses of the Trust’s chief
compliance officer and his or her staff, (viii) distribution fees and expenses paid by the Trust under any distribution plan adopted
pursuant to Rule 12b-1 under the 1940 Act, (ix) legal fees or expenses in connection with any arbitration, litigation or pending
or threatened arbitration or litigation, including any settlements in connection therewith, and (x) extraordinary expenses of the
Funds.) do not exceed the rates below. Subject to approval by the Fund’s Board of Trustees, any waiver under the Expense
Limitation Agreement is subject to repayment by the Fund within 36 months following the month in which fees are waived or reimbursed,
if the Fund is able to make the payment without exceeding the applicable expense limitation. These arrangements cannot be terminated
prior to one year from the effective date of this prospectus without the approval of the Board of Trustees.
|
Fund
|
Total Operating Expenses
after
Waiver/Reimbursement
|
|
SYNTAX
STRATIFIED U.S. HEDGED EQUITY ETF
|
[___]%
|
|
SYNTAX STRATIFIED LARGECAP II ETF
|
[___]%
|
A discussion regarding the Board’s
consideration of the Investment Advisory Agreement can be found in the Trust’s Annual Report to Shareholders for the period
ending [June 30, 2020]. (when available).
SUB-ADVISERS
Vantage Consulting Group (“Vantage”
or the “Sub-Adviser”), 3500 Pacific Ave. Virginia Beach, VA 23451, serves as the investment sub-adviser for the Funds
pursuant to an Investment Sub-Advisory Agreement between the Adviser and Vantage, dated December 5, 2019 as amended (referred to
as a “Sub-Advisory Agreement”). The Sub-Adviser is responsible for placing purchase and sale orders and shall make
investment decisions for each Fund, subject to the supervision by the Adviser. For its services, the Sub-Adviser is compensated
by the Adviser.
Swan Global Investments, LLC (“Swan”
or the “Options Sub-Adviser”), 41 Shell Castle, Humacao, PR 00791, serves only as the investment sub-advisor for the
options strategy of the Syntax Stratified U.S. Hedged Equity ETF pursuant to an Investment Sub-Advisory Agreement between the Adviser
and Swan, dated [ ] (referred to as a “Sub-Advisory Agreement”). Swan is responsible for placing options purchase and
sale orders and shall make options investment decisions for the Syntax Stratified U.S. Hedged Equity ETF, subject to the supervision
of the Adviser. For its services, Swan is compensated by the Adviser.
VANTAGE PORTFOLIO MANAGERS
Vantage manages each Fund using a team
of investment professionals. The professional primarily responsible for the day-to-day portfolio management of the Funds is James
Thomas Wolfe.
The following table lists the number and
types of accounts, other than the Funds, managed by Mr. Wolfe and the assets under management in those accounts.
Other Accounts Managed
as of [___]
|
Portfolio Manager
|
Registered
Investment
Company
Accounts
|
Assets
Managed
(millions)
|
Pooled
Investment
Vehicle
Accounts
|
Assets
Managed
(millions)
|
Other
Accounts
|
Assets
Managed
(millions)
|
|
James Thomas Wolfe
|
N/A
|
N/A
|
Syntax Index Series LP and Syntax Global I, LP
|
$[___]
|
N/A
|
N/A
|
OWNERSHIP OF SECURITIES
The portfolio manager listed above does not beneficially own
any Shares of the Fund as of [___].
CONFLICTS OF INTEREST
Description of Material Conflicts
of Interest. Because the portfolio manager may manage multiple portfolios for multiple clients, the potential for conflicts
of interest exists. The portfolio manager generally manages portfolios having substantially the same investment style as the Funds.
However, the portfolios managed by the portfolio manager may not have portfolio compositions identical to those of the Funds due,
for example, to specific investment limitations or guidelines present in some portfolios or accounts but not others. The portfolio
manager may purchase securities for one portfolio and not another portfolio, and the performance of securities purchased for one
portfolio may vary from the performance of securities purchased for other portfolios. The portfolio manager may place transactions
on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of a Fund, or make
investment decisions that are similar to those made for a Fund, both of which have the potential to adversely impact the Fund depending
on market conditions. For example, the portfolio manager may purchase a security in one portfolio while appropriately selling that
same security in another portfolio. In addition, some of these portfolios have fee structures that are or have the potential to
be higher than the advisory fees paid by the Funds, which can cause potential conflicts in the allocation of investment opportunities
between the Funds and the other accounts. However, the compensation structure for portfolio manager does not generally provide
incentive to favor one account over another because that part of a manager’s bonus based on performance is not based on the
performance of one account to the exclusion of others. There are many other factors considered in determining the portfolio manager’s
bonus and there is no formula that is applied to weight the factors listed.
COMPENSATION
The Sub-Adviser’s compensation and
incentive program varies by professional and discipline. A portfolio manager’s compensation is comprised of a fixed based
salary and a bonus. The base salary is not based on the value of the assets managed but rather on the individual portfolio manager’s
experience and responsibilities. The bonus also varies by individual and is based upon criteria that incorporate the Sub-Adviser’s
assessment of each Fund’s performance as well as a portfolio manager’s corporate citizenship and overall contribution
to the Firm.
SWAN PORTFOLIO MANAGERS [TO BE UPDATED
BY AMENDMENT]
Swan manages only the options strategy
for the Syntax Stratified U.S. Hedged Equity ETF [using a team of investment professionals]. The professional primarily responsible
for the day-to-day portfolio management of the Syntax Stratified U.S. Hedged Equity ETF is [Randy/Robert Swan].
The following table lists the number and
types of accounts, other than the Funds, managed by Mr. Swan and the assets under management in those accounts.
Other Accounts Managed
as of [___]
|
Portfolio Manager
|
Registered
Investment
Company
Accounts
|
Assets
Managed
(millions)
|
Pooled
Investment
Vehicle
Accounts
|
Assets
Managed
(millions)
|
Other
Accounts
|
Assets
Managed
(millions)
|
|
[Randy/Robert Swan]
|
[_#__]
|
$[___]
|
[_#__]
|
$[___]
|
[_#__]
|
$[___]
|
OWNERSHIP OF SECURITIES
The portfolio manager listed above does not beneficially own
any Shares of the Funds as of [___].
CONFLICTS OF INTEREST
[Swan conflicts]
COMPENSATION
[Swan compensation]
THE ADMINISTRATOR, CUSTODIAN AND TRANSFER
AGENT
State Street Bank and Trust Company (“State
Street”), located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, serves as Administrator
for the Trust pursuant to an administration agreement (“Administration Agreement”). Under the Administration Agreement,
State Street is responsible for certain administrative services associated with day-to-day operations of the Funds.
Pursuant to the Administration Agreement,
the Trust has agreed to a limitation on damages and to indemnify the Administrator for certain liabilities, including certain liabilities
arising under the federal securities laws; provided, however, such indemnity of the Administrator shall not apply in the case of
the Administrator’s gross negligence or willful misconduct in the performance of its duties. Under the Custodian Agreement
and Transfer Agency Agreement, as described below, the Trust has also provided indemnities to State Street for certain liabilities.
State Street also serves as Custodian for
the Funds pursuant to a custodian agreement (“Custodian Agreement”). As Custodian, State Street holds each Fund’s
assets, calculates the net asset value of the Shares and calculates net income and realized capital gains or losses. State Street
and the Trust will comply with the self-custodian provisions of Rule 17f-2 under the 1940 Act.
State Street also serves as Transfer Agent
of the Funds pursuant to a transfer agency agreement (“Transfer Agency Agreement”).
Compensation. As compensation for
its services under the Administration Agreement, the Custodian Agreement and Transfer Agency Agreement, State Street shall receive
a fee for its services, calculated based on the average aggregate net assets of the Trust as follows:
For its services as Administrator, State
Street is paid an annual fee based on the net assets of the Funds. As the Funds have not yet commenced operation, the Funds have
not paid State Street fees for its services as Administrator.
For its services as Custodian and fund
accountant, State Street is paid an annual fee based on the net assets of the Funds. It also receives an annual fee for ETF basket
creation services. As the Funds have not yet commenced operation, the Funds have not paid State Street fees for its services as
Custodian or fund accountant.
THE DISTRIBUTOR
Foreside Fund Services, LLC (“Foreside”
or the “Distributor”) is the principal underwriter and Distributor of the Funds’ Creation Units. Its principal
address is Three Canal Plaza, Suite 100, Portland, Maine, 04101. Investor information can be obtained by calling (866) 972-4492.
The Distributor has entered into a distribution agreement (“Distribution Agreement”) with the Trust pursuant to which
it distributes Creation Units of the Funds. The Distribution Agreement will continue for two years from its effective date and
is renewable annually thereafter. Shares will be continuously offered for sale by the Trust through the Distributor only in Creation
Units, as described in the Prospectus and below under “PURCHASE AND REDEMPTION OF CREATION UNITS.” Shares in numbers
less than Creation Units are not distributed by the Distributor. The Distributor will deliver the Prospectus to Authorized Participants
(as defined below) purchasing Creation Units and will maintain records of both orders placed with it and confirmations of acceptance
furnished by it. The Distributor is a broker-dealer registered under the Exchange Act and a member of the Financial Industry Regulatory
Authority (“FINRA”). The Distributor has no role in determining the investment policies of the Trust or which securities
are to be purchased or sold by the Trust.
The Adviser, or an affiliate of the Adviser,
may directly or indirectly make cash payments to certain broker-dealers for participating in activities that are designed to make
registered representatives and other professionals more knowledgeable about exchange traded products, including the Funds, or for
other activities, such as participation in marketing activities and presentations, educational training programs, conferences,
the development of technology platforms and reporting systems.
The Funds have adopted a Rule 12b-1 Distribution and Service
Plan in accordance with Rule 12b-1 under the 1940 Act pursuant to which payments of up to 0.25% of a Fund’s average daily
net assets may be made for the sale and distribution of its Shares. However, the Board of Trustees has determined not to authorize
payment of a 12b-1 Plan fee at this time. The 12b-1 Plan fee may only be imposed or increased when the Board of Trustees determines
that it is in the best interests of shareholders to do so. Rule 12b-1 fees are paid out of a Fund’s assets, and over time,
these fees increase the cost of your investment and they may cost you more than certain other types of sales charges.
The Distribution Agreement provides that
it may be terminated at any time, without the payment of any penalty, as to each Fund: (i) by vote of a majority of the Independent
Trustees or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, on at least
60 days written notice to the Distributor. The Distribution Agreement is also terminable upon 60 days’ notice by the Distributor
and will terminate automatically in the event of its assignment (as defined in the 1940 Act).
The continuation of the Distribution Agreement,
any Investor Services Agreements and any other related agreements is subject to annual approval of the Board, including by a majority
of the Independent Trustees, as described above.
Each of the Investor Services Agreements
will provide that it may be terminated at any time, without the payment of any penalty, (i) by vote of a majority of the Independent
Trustees or (ii) by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the relevant Fund,
on at least 60 days’ written notice to the other party. The Distribution Agreement is also terminable upon 60 days’
notice by the Distributor and will terminate automatically in the event of its assignment (as defined in the 1940 Act). Each Investor
Services Agreement is also terminable by the applicable Investor Service Organization upon 60 days’ notice to the other party
thereto.
The Distributor may also enter into agreements
with securities dealers (“Soliciting Dealers”) who will solicit purchases of Creation Unit aggregations of Fund Shares.
Such Soliciting Dealers may also be Participating Parties (as defined in the “Book Entry Only System” section below),
DTC Participants (as defined below) and/or Investor Services Organizations.
Pursuant to the Distribution Agreement,
the Trust has agreed to indemnify the Distributor, and may indemnify Soliciting Dealers and Authorized Participants (as described
below) entering into agreements with the Distributor, for certain liabilities, including certain liabilities arising under the
federal securities laws, unless such loss or liability results from willful misfeasance, bad faith or gross negligence in the performance
of its duties or the reckless disregard of its obligations and duties under the Distribution Agreement or other agreement, as applicable.
BROKERAGE TRANSACTIONS
The policy of the Trust regarding purchases
and sales of securities for the Funds is that primary consideration will be given to obtaining the most favorable prices and efficient
executions of transactions. Consistent with this policy, when securities transactions are effected on a stock exchange, the Trust’s
policy is to pay commissions which are considered fair and reasonable without necessarily determining that the lowest possible
commissions are paid in all circumstances. The Trust believes that a requirement always to seek the lowest possible commission
cost could impede effective portfolio management and preclude a Fund and the Adviser from obtaining a high quality of brokerage
and research services. In seeking to determine the reasonableness of brokerage commissions paid in any transaction, the Adviser
relies upon its experience and knowledge regarding commissions generally charged by various brokers and on its judgment in evaluating
the brokerage and research services received from the broker effecting the transaction. Such determinations are necessarily subjective
and imprecise, as in most cases an exact dollar value for those services is not ascertainable. The Trust has adopted policies and
procedures that prohibit the consideration of sales of a Fund’s Shares as a factor in the selection of a broker or dealer
to execute its portfolio transactions.
In selecting a broker/dealer for each specific
transaction, the Sub-Adviser chooses the broker/dealer deemed most capable of providing the services necessary to obtain the most
favorable execution and does not take the sale of Fund Shares into account. The Sub-Adviser considers the full range of brokerage
services applicable to a particular transaction that may be considered when making this judgment, which may include, but is not
limited to: liquidity, price, commission, timing, aggregated trades, capable floor brokers or traders, competent block trading
coverage, ability to position, capital strength and stability, reliable and accurate communications and settlement processing,
use of automation, knowledge of other buyers or sellers, arbitrage skills, administrative ability, underwriting and provision of
information on a particular security or market in which the transaction is to occur. The specific criteria will vary depending
upon the nature of the transaction, the market in which it is executed, and the extent to which it is possible to select from among
multiple broker/dealers. The Sub-Adviser will also use electronic crossing networks when appropriate.
The Sub-Adviser does not currently use
the Funds’ assets for, or participate in, third party soft dollar arrangements, although the Sub-Adviser may receive proprietary
research from various full service brokers, the cost of which is bundled with the cost of the broker’s execution services.
The Sub-Adviser does not “pay up” for the value of any such proprietary research.
The Sub-Adviser assumes general supervision
over placing orders on behalf of the Trust for the purchase or sale of portfolio securities. If purchases or sales of portfolio
securities of the Trust and one or more other investment companies or clients supervised by the Sub-Adviser are considered at or
about the same time, transactions in such securities are allocated among the several investment companies and clients in a manner
deemed equitable and consistent with its fiduciary obligations to all by the Adviser. In some cases, this procedure could have
a detrimental effect on the price or volume of the security so far as the Trust is concerned. However, in other cases, it is possible
that the ability to participate in volume transactions and to negotiate lower brokerage commissions will be beneficial to the Trust.
The primary consideration is prompt execution of orders at the most favorable net price.
The Funds will not deal with affiliates
in principal transactions unless permitted by exemptive order or applicable rule or regulation. The aggregate dollar amount of
brokerage commissions paid by the Funds for the last three fiscal years have been omitted because the Funds have not commenced
investment operations as of the date of this SAI.
Each Fund is required to identify any securities
of its “regular brokers and dealers” (as such term is defined in the 1940 Act) which it may hold at the close of its
most recent fiscal year. “Regular brokers or dealers” of the Trust are the ten brokers or dealers that, during the
most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Trust’s portfolio transactions;
(ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Trust; or (iii) sold the largest dollar
amounts of the Trust’s Shares.
Holdings in Securities of Regular Broker-Dealers
for the most recent fiscal year have been omitted because the Funds have not commenced investment operations as of the date of
this SAI.
PORTFOLIO TURNOVER RATE
Portfolio turnover may vary from year to
year, as well as within a year. High turnover rates are likely to result in comparatively greater brokerage expenses or transaction
costs. The overall reasonableness of brokerage commissions and transaction costs is evaluated by the Adviser based upon its knowledge
of available information as to the general level of commissions and transaction costs paid by other institutional investors for
comparable services.
BOOK ENTRY ONLY SYSTEM
The following information supplements and
should be read in conjunction with the section in the Prospectus entitled “ADDITIONAL PURCHASE AND SALE INFORMATION.”
DTC acts as securities depositary for the
Shares. Shares of the Funds are represented by securities registered in the name of DTC or its nominee, Cede & Co. and deposited
with, or on behalf of, DTC. Except in the limited circumstance provided below, certificates will not be issued for Shares.
DTC, a limited-purpose trust company, was
created to hold securities of its participants (the “DTC Participants”) and to facilitate the clearance and settlement
of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the
DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their
representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by the New York Stock Exchange
(“NYSE”) and the FINRA. Access to the DTC system is also available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the “Indirect
Participants”).
Beneficial ownership of Shares is limited
to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership
of beneficial interests in Shares (owners of such beneficial interests are referred to herein as “Beneficial Owners”)
is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants)
and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants).
Beneficial Owners will receive from or through the DTC Participant a written confirmation relating to their purchase of Shares.
Conveyance of all notices, statements and
other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC,
DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the Shares of
the Funds held by each DTC Participant. The Trust, either directly or through a third party service, shall inquire of each such
DTC Participant as to the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The
Trust, either directly or through a third party service, shall provide each such DTC Participant with copies of such notice, statement
or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such
notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners.
In addition, the Trust shall pay to each such DTC Participant and/or third party service a fair and reasonable amount as reimbursement
for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.
Share distributions shall be made to DTC
or its nominee, Cede & Co., as the registered holder of all Shares. DTC or its nominee, upon receipt of any such distributions,
shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial
interests in Shares of the Funds as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect Participants
and Beneficial Owners of Shares held through such DTC Participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,”
and will be the responsibility of such DTC Participants.
The Trust has no responsibility or liability
for any aspects of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership
interests in such Shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests
or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants
and the Indirect Participants and Beneficial Owners owning through such DTC Participants.
DTC may determine to discontinue providing
its service with respect to Shares at any time by giving reasonable notice to the Trust and discharging its responsibilities with
respect thereto under applicable law. Under such circumstances, the Trust shall take action either to find a replacement for DTC
to perform its functions at a comparable cost or, if such a replacement is unavailable, to issue and deliver printed certificates
representing ownership of Shares, unless the Trust makes other arrangements with respect thereto satisfactory to the Exchange.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Although the Funds do not have information
concerning their beneficial ownership held in the names of DTC Participants, as of [___] the names, addresses and percentage ownership
of each DTC Participant that owned of record 5% or more of the outstanding Shares of each Fund were as follows:
|
Fund
Name
|
Name
& Address
|
% OWNERSHIP (Record
or Beneficial)
|
|
|
|
|
An Authorized Participant (as defined below)
may hold of record more than [___]% of the outstanding Shares of a Fund. From time to time, Authorized Participants may be a beneficial
and/or legal owner of a Fund, may be deemed to have control of the Fund and may be able to affect the outcome of matters presented
for a vote of the shareholders of the Fund(s). Authorized Participants may execute an irrevocable proxy granting the Distributor,
State Street or an affiliate (the “Agent”) power to vote or abstain from voting such Authorized Participant’s
beneficially or legally owned Shares of the applicable Fund. In such cases, the Agent shall mirror vote (or abstain from voting)
such Shares in the same proportion as all other beneficial owners of the applicable Fund.
As of [___], the Trustees and officers
of the Trust, as a group, other than Rory Riggs owned less than 1% of the Funds’ outstanding Shares. As of [___], Rory Riggs
was the sole shareholder of the Funds and owned 100% of the Fund shares.
PURCHASE AND REDEMPTION OF CREATION UNITS
A Fund issues and redeems its Shares on
a continuous basis, at net asset value, only in a large specified number of Shares called a “Creation Unit,” either
principally in-kind for securities included in the relevant Index or in cash for the value of such securities. The value of a Fund
is determined once each business day, as described under “Determination of Net Asset Value.” Creation Unit sizes are
set forth in the table below:
|
FUND
|
|
Creation Unit Size
|
|
|
Syntax Stratified U.S. Hedged Equity ETF
|
|
|
25,000
|
|
|
Syntax Stratified LargeCap II ETF
|
|
|
25,000
|
|
PURCHASE (CREATION). The Trust issues
and sells Shares of a Fund only: in Creation Units on a continuous basis through the Principal Underwriter, without a sales load
(but subject to transaction fees), at their NAV per Share next determined after receipt of an order, on any Business Day (as defined
below), in proper form pursuant to the terms of the Authorized Participant Agreement (“Participant Agreement”). A “Business
Day” with respect to the Funds is, generally, any day on which the NYSE Arca is open for business.
FUND DEPOSIT. The consideration
for purchase of a Creation Unit of a Fund generally consists of either (i) the in-kind deposit of a designated portfolio of securities
instruments (“Deposit Instruments”) per each Creation Unit, constituting a substantial replication, or (ii) the Deposit
Cash constituting the cash value of the Deposit Instruments and “Cash Amount,” computed as described below. When accepting
purchases of Creation Units for cash, a Fund may incur additional costs associated with the acquisition of Deposit Instruments
that would otherwise be provided by an in-kind purchaser.
Together, the Deposit Instruments or Deposit
Cash, as applicable, and the Cash Amount constitute the “Fund Deposit,” which represents the minimum initial and subsequent
investment amount for a Creation Unit of any Fund. The “Cash Amount” is an amount equal to the difference between the
net asset value of the Shares (per Creation Unit) and the aggregate market value of the Deposit Instruments or Deposit Cash, as
applicable. If the Cash Amount is a positive number (i.e., the net asset value per Creation Unit exceeds the market value of the
Deposit Instruments or Deposit Cash, as applicable), the Cash Amount shall be such positive amount. If the Cash Amount is a negative
number (i.e., the net asset value per Creation Unit is less than the market value of the Deposit Instruments or Deposit Cash, as
applicable), the Cash Amount shall be such negative amount and the creator will be entitled to receive cash in an amount equal
to the Cash Amount. The Cash Amount serves the function of compensating for any differences between the net asset value per Creation
Unit and the market value of the Deposit Instruments or Deposit Cash, as applicable. Computation of the Cash Amount excludes any
stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Instruments, if applicable,
which shall be the sole responsibility of the Authorized Participant (as defined below).
The Custodian, through NSCC, makes available
on each Business Day, immediately prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern time), the list
of the names and the required amount of the instruments comprising the Deposit Instruments or the required amount of Deposit Cash,
as applicable, as well as the estimated amount of the Cash Amount to be included in the current Fund Deposit (based on information
at the end of the previous Business Day) for each Fund. Such Fund Deposit is subject to any applicable adjustments as described
below, in order to effect purchases of Creation Units of the Funds until such time as the next-announced composition of the Deposit
Instruments or the required amount of Deposit Cash, as applicable, is made available.
The identity and required amount of each
instrument comprising the Deposit Instruments or the amount of Deposit Cash, as applicable, required for the Fund Deposit for a
Fund changes as rebalancing adjustments and corporate action events are reflected from time to time by the Adviser with a view
to the investment objective of the Fund. The composition of the Deposit Instruments may also change in response to adjustments
to the weighting or composition of the component securities of the Fund’s Index.
As noted above, the Trust reserves the
right to permit or require the substitution of Deposit Cash to replace any Deposit Instrument which shall be added to the Deposit
Instruments, including, without limitation, in situations where such Deposit Instrument: (i) may not be eligible for transfer through
the systems of DTC for corporate securities and municipal securities; (ii) in the case of foreign funds holding non-US Deposit
Instruments, where such instruments are not eligible for trading due to local trading restrictions, local restrictions on securities
transfers , or other similar circumstances; (iii) may not be available in sufficient quantity for delivery; (iv) may not be eligible
for trading by an Authorized Participant (as defined below) or the investor for which it is acting; or (v) a holder of Shares of
a foreign fund holding non-US instruments would be subject to unfavorable income tax treatment if the holder receives redemption
proceed “in-kind” (collectively, “non-standard orders”). The Trust also reserves the right to include or
remove Deposit Instruments from the basket in anticipation of index rebalancing changes. The adjustments described above will reflect
changes, known to the Adviser on the date of announcement to be in effect by the time of delivery of the Fund Deposit, in the composition
of the subject Index being tracked by the relevant Fund or resulting from certain corporate actions.
PROCEDURES FOR PURCHASE OF CREATION
UNITS. To be eligible to place orders with the Principal Underwriter, as facilitated via the Transfer Agent, to purchase a
Creation Unit of a Fund, an entity must be (i) a “Participating Party,” i.e., a broker-dealer or other participant
in the clearing process through the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing
agency that is registered with the SEC; or (ii) a DTC Participant (see “BOOK ENTRY ONLY SYSTEM”). In addition, each
Participating Party or DTC Participant (each, an “Authorized Participant”) must execute a Participant Agreement that
has been agreed to by the Principal Underwriter and the Transfer Agent, and that has been accepted by the Trust, with respect to
purchases and redemptions of Creation Units. Each Authorized Participant will agree, pursuant to the terms of a Participant Agreement,
on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that it will pay to the Trust,
an amount of cash sufficient to pay the Deposit Instruments together with the creation transaction fee (described below) and any
other applicable fees, taxes and additional variable charge.
All orders to purchase Shares directly
from a Fund, including non-standard orders, must be placed for one or more whole Creation Units and in the manner and by the time
set forth in the Participant Agreement and/or applicable order form. The date on which an order to purchase Creation Units (or
an order to redeem Creation Units, as set forth below) is received and accepted is referred to as the “Order Placement Date.”
An Authorized Participant may require an
investor to make certain representations or enter into agreements with respect to the order, (e.g., to provide for payments of
cash, when required). Investors should be aware that their particular broker may not have executed a Participant Agreement and
that, therefore, orders to purchase Shares directly from a Fund in Creation Units have to be placed by the investor’s broker
through an Authorized Participant that has executed a Participant Agreement. In such cases there may be additional charges to such
investor. At any given time, there may be only a limited number of broker-dealers that have executed a Participant Agreement and
only a small number of such Authorized Participants may have international capabilities.
On days when the Exchange closes earlier
than normal, a Fund may require orders to create Creation Units to be placed earlier in the day. In addition, if a market or markets
on which the Fund’s investments are primarily traded is closed, the Fund will also generally not accept orders on such day(s).
Orders must be transmitted by an Authorized Participant by telephone or other transmission method acceptable to the Distributor
pursuant to procedures set forth in the Participant Agreement and in accordance with the applicable order form. Those placing orders
through an Authorized Participant should allow sufficient time to permit proper submission of the purchase order by the cut-off
time on such Business Day. Economic or market disruptions or changes, or telephone or other communication failure may impede the
ability to reach the Distributor or an Authorized Participant.
Fund Deposits must be delivered by an Authorized
Participant through the Federal Reserve System (for cash) or through DTC (for corporate securities), through a subcustody agent
for (for foreign securities) and/or through such other arrangements allowed by the Trust or its agents. With respect to foreign
Deposit Instruments, the Custodian shall cause the subcustodian of such Fund to maintain an account into which the Authorized Participant
shall deliver, on behalf of itself or the party on whose behalf it is acting, such Deposit Instruments. Foreign Deposit Instruments
must be delivered to an account maintained at the applicable local subcustodian. The Fund Deposit transfer must be ordered by the
Authorized Participant in a timely fashion so as to ensure the delivery of the requisite number of Deposit Instruments or Deposit
Cash, as applicable, to the account of the Fund or its agents by no later than the Settlement Date. The “Settlement Date”
for the Funds is generally the third Business Day after the Order Placement Date. All questions as to the number of Deposit Instruments
or Deposit Cash to be delivered, as applicable, and the validity, form and eligibility (including time of receipt) for the deposit
of any tendered securities or cash, as applicable, will be determined by the Trust, whose determination shall be final and binding.
The amount of cash represented by the Deposit Instruments must be transferred directly to the Custodian through the Federal Reserve
Bank wire transfer system in a timely manner so as to be received by the Custodian no later than the Settlement Date. If the Cash
Amount and the Deposit Instruments or Deposit Cash, as applicable, are not received in a timely manner by the Settlement Date,
the creation order may be cancelled. Upon written notice to the Transfer Agent, such canceled order may be resubmitted the following
Business Day using the Fund Deposit as newly constituted to reflect the then current NAV of the Fund. The delivery of Creation
Units so created generally will occur no later than the third Business Day following the day on which the purchase order is deemed
received by the Transfer Agent.
The order shall be deemed to be received
on the Business Day on which the order is placed provided that the order is placed in proper form prior to the applicable cut-off
time and the federal funds in the appropriate amount are deposited by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions),
with the Custodian on the Settlement Date. If the order is not placed in proper form as required, or federal funds in the appropriate
amount are not received by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, then the order
may be deemed to be rejected and the Authorized Participant shall be liable to the Fund for losses, if any, resulting therefrom.
A creation request is considered to be in “proper form” if all procedures set forth in the Participant Agreement, order
form and this SAI are properly followed.
ISSUANCE OF A CREATION UNIT. Except
as provided herein, Creation Units will not be issued until the transfer of good title to the Trust of the Deposit Instruments
or payment of Deposit Cash, as applicable, and the payment of the Deposit Instruments has been completed. When the sub-custodian
has confirmed to the Custodian that the required Deposit Instruments (or the cash value thereof) have been delivered to the account
of the relevant sub-custodian or sub-custodians, the Principal Underwriter and the Adviser shall be notified of such delivery,
and the Trust will issue and cause the delivery of the Creation Units.
In instances where the Trust accepts Deposit
Instruments for the purchase of a Creation Unit, the Creation Unit may be purchased in advance of receipt by the Trust of all or
a portion of the applicable Deposit Instruments as described below. In these circumstances, the initial deposit will have a value
greater than the net asset value of the Shares on the date the order is placed in proper form since in addition to available Deposit
Instruments, cash must be deposited in an amount equal to the sum of (i) the Deposit Instruments, plus (ii) an additional amount
of cash equal to a percentage of the market value as set forth in the Participant Agreement, of the undelivered Deposit Instruments
(the “Additional Cash Deposit”), which shall be maintained in a general non-interest bearing collateral account. An
additional amount of cash shall be required to be deposited with the Trust, pending delivery of the missing Deposit Instruments
to the extent necessary to maintain the Additional Cash Deposit with the Trust in an amount at least equal to the applicable percentage,
as set forth in the Participant Agreement, of the daily marked to market value of the missing Deposit Instruments. The Trust may
use such Additional Cash Deposit to buy the missing Deposit Instruments at any time. Authorized Participants will be liable to
the Trust for all costs, expenses, dividends, income and taxes associated with missing Deposit Instruments, including the costs
incurred by the Trust in connection with any such purchases. These costs will be deemed to include the amount by which the actual
purchase price of the Deposit Instruments exceeds the market value of such Deposit Instruments on the day the purchase order was
deemed received by the Principal Underwriter plus the brokerage and related transaction costs associated with such purchases. The
Trust will return any unused portion of the Additional Cash Deposit once all of the missing Deposit Instruments have been properly
received by the Custodian or purchased by the Trust and deposited into the Trust. In addition, a transaction fee as set forth below
under “Creation Transaction Fees” will be charged and an additional variable charge may also be applied. The delivery
of Creation Units so created generally will occur no later than the Settlement Date.
ACCEPTANCE OF ORDERS OF CREATION UNITS.
The Trust reserves the absolute right to reject an order for Creation Units transmitted in respect of a Fund at its discretion,
including, without limitation, if (a) the order is not in proper form; (b) the Deposit Instruments or Deposit Cash, as applicable,
delivered by the Participant are not as disseminated through the facilities of the NSCC for that date by the Custodian; (c) the
investor(s), upon obtaining the Shares ordered, would own 80 percent or more of the currently outstanding Shares of the Fund; (d)
acceptance of the Deposit Instruments would have certain adverse tax consequences to the Fund; (e) the acceptance of the Fund Deposit
would, in the opinion of counsel, be unlawful; (f) the acceptance of the Fund Deposit would otherwise, in the discretion of the
Trust or the Adviser, have an adverse effect on the Trust or the rights of beneficial owners; (g) the acceptance or receipt of
the order for a Creation Unit would, in the opinion of counsel to the Trust, be unlawful; or (h) in the event that circumstances
outside the control of the Trust, the Custodian, the Transfer Agent and/or the Adviser make it for all practical purposes not feasible
to process orders for Creation Units. Examples of such circumstances include acts of God or public service or utility problems
such as fires, floods, extreme weather conditions and power outages resulting in telephone, telecopy and computer failures; market
conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the
Trust, the Principal Underwriter, the Custodian, the Transfer Agent, DTC, NSCC, Federal Reserve System, or any other participant
in the creation process, and other extraordinary events. The Trust or its agents shall communicate to the Authorized Participant
its rejection of an order. The Trust, the Transfer Agent, the Custodian and the Principal Underwriter are under no duty, however,
to give notification of any defects or irregularities in the delivery of Fund Deposits nor shall either of them incur any liability
for the failure to give any such notification. The Trust, the Transfer Agent, the Custodian and the Principal Underwriter shall
not be liable for the rejection of any purchase order for Creation Units.
All questions as to the number of shares
of each security in the Deposit Instruments and the validity, form, eligibility and acceptance for deposit of any securities to
be delivered shall be determined by the Trust, and the Trust’s determination shall be final and binding.
REDEMPTION. Shares may be redeemed
only in Creation Units at their net asset value next determined after receipt of a redemption request in proper form by a Fund
through the Transfer Agent and only on a Business Day. EXCEPT UPON LIQUIDATION OF A FUND, THE TRUST WILL NOT REDEEM SHARES IN AMOUNTS
LESS THAN WHOLE CREATION UNITS. Investors must accumulate enough Shares in the secondary market to constitute a Creation Unit in
order to have such Shares redeemed by the Trust. There can be no assurance, however, that there will be sufficient liquidity in
the public trading market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and other
costs in connection with assembling a sufficient number of Shares to constitute a redeemable Creation Unit.
With respect to the Funds, the Custodian,
through the NSCC, makes available immediately prior to the opening of business on the Exchange (currently 9:30 a.m. Eastern time)
on each Business Day, the list of the names and share quantities of each Fund’s portfolio instruments that will be applicable
(subject to possible amendment or correction) to redemption requests received in proper form (as defined below) on that day (“Redemption
Instruments”). In certain circumstances, Redemption Instruments received on redemption may not be identical to Deposit Instruments.
Redemption proceeds for a Creation Unit
are paid either in-kind or in cash, or a combination thereof, as determined by the Trust. With respect to in-kind redemptions of
a Fund, redemption proceeds for a Creation Unit will consist of Redemption Securities – as announced by the Custodian on
the Business Day of the request for redemption received in proper form plus cash in an amount equal to the difference between the
net asset value of the Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of
the Redemption Instruments (the “Cash Redemption Amount”), less a fixed redemption transaction fee and any applicable
additional variable charge as set forth below. In the event that the Redemption Instruments have a value greater than the net asset
value of the Shares, a compensating cash payment equal to the differential is required to be made by or through an Authorized Participant
by the redeeming shareholder. Notwithstanding the foregoing, at the Trust’s discretion, an Authorized Participant may receive
the corresponding cash value of the securities in lieu of the in-kind securities value representing one or more redemption Instruments.
PROCEDURES FOR REDEMPTION OF CREATION
UNITS. After the Trust has deemed an order for redemption received, the Trust will initiate procedures to transfer the requisite
Redemption Instruments and the Cash Redemption Amount to the Authorized Participant by the Settlement Date. With respect to in-kind
redemptions of a Fund, the calculation of the value of the Redemption Instruments and the Cash Redemption Amount to be delivered
upon redemption will be made by the Custodian according to the procedures set forth under “Determination of Net Asset Value,”
computed on the Business Day on which a redemption order is deemed received by the Trust. Therefore, if a redemption order in proper
form is submitted to the Principal Underwriter by a DTC Participant by the specified time on the Order Placement Date, and the
requisite number of Shares of the Fund are delivered to the Custodian prior to 2:00 p.m. or 3:00 p.m. Eastern time (per applicable
instructions) on the Settlement Date, then the value of the Redemption Instruments and the Cash Redemption Amount to be delivered
will be determined by the Custodian on such Order Placement Date. If the requisite number of Shares of the Fund are not delivered
by 2:00 p.m. or 3:00 p.m. Eastern time (per applicable instructions) on the Settlement Date, the Fund will not release the underlying
securities for delivery unless collateral is posted in such percentage amount of missing Shares as set forth in the Participant
Agreement (marked to market daily).
With respect to in kind redemptions of
the Fund, in connection with taking delivery of shares of Redemption Instruments upon redemption of Creation Units, an Authorized
Participant must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody providers in each
jurisdiction in which any of the Redemption Instruments are customarily traded (or such other arrangements as allowed by the Trust
or its agents), to which account such Redemption Instruments will be delivered. Deliveries of redemption proceeds generally will
be made within three Business Days of the trade date. Due to the schedule of holidays in certain countries, however, the delivery
of in-kind redemption proceeds may take longer than three business days after the day on which the redemption request is received
in proper form. The section below entitled “Local Market Holidays Schedules” identifies the instances where more than
seven days would be needed to deliver redemption proceeds. Pursuant to an order of the SEC, in respect of the Funds, the Trust
will make delivery of in-kind redemption proceeds within the number of days stated in the Local Market Holidays section to be the
maximum number of days necessary to deliver redemption proceeds. If the Authorized Participant has not made appropriate arrangements
to take delivery of the Redemption Instruments in the applicable foreign jurisdiction and it is not possible to make other such
arrangements, or if it is not possible to effect deliveries of the Redemption Instruments in such jurisdiction, the Trust may,
in its discretion, exercise its option to redeem such Shares in cash, and the Authorized Participant will be required to receive
its redemption proceeds in cash.
If it is not possible to make other such
arrangements, or if it is not possible to effect deliveries of the Redemption Instruments, the Trust may in its discretion exercise
its option to redeem such Shares in cash, and the redeeming investor will be required to receive its redemption proceeds in cash.
In addition, an investor may request a redemption in cash that a Fund may, in its sole discretion, permit. In either case, the
investor will receive a cash payment equal to the NAV of its Shares based on the NAV of Shares of the relevant Fund next determined
after the redemption request is received in proper form (minus a redemption transaction fee and additional charge for requested
cash redemptions specified above, to offset the Trust’s brokerage and other transaction costs associated with the disposition
of Redemption Instruments). Each Fund may also, in its sole discretion, upon request of a shareholder, provide such redeemer a
portfolio of securities that differs from the exact composition of the Redemption Instruments but does not differ in net asset
value.
An Authorized Participant submitting a
redemption request is deemed to represent to the Trust that it (or its client) (i) owns outright or has full legal authority and
legal beneficial right to tender for redemption the requisite number of Shares to be redeemed and can receive the entire proceeds
of the redemption, and (ii) the Shares to be redeemed have not been loaned or pledged to another party nor are they the subject
of a repurchase agreement, securities lending agreement or such other arrangement which would preclude the delivery of such Shares
to the Trust. The Trust reserves the right to verify these representations at its discretion, but will typically require verification
with respect to a redemption request from a Fund in connection with higher levels of redemption activity and/or short interest
in the Fund. If the Authorized Participant, upon receipt of a verification request, does not provide sufficient verification of
its representations as determined by the Trust, the redemption request will not be considered to have been received in proper form
and may be rejected by the Trust.
Redemptions of Shares for Redemption Instruments
will be subject to compliance with applicable federal and state securities laws and a Fund (whether or not it otherwise permits
cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Trust could not lawfully deliver
specific Redemption Instruments upon redemptions or could not do so without first registering the Redemption Instruments under
such laws. An Authorized Participant or an investor for which it is acting subject to a legal restriction with respect to a particular
security included in the Redemption Instruments applicable to the redemption of Creation Units may be paid an equivalent amount
of cash. The Authorized Participant may request the redeeming investor of the Shares to complete an order form or to enter into
agreements with respect to such matters as compensating cash payment. Further, an Authorized Participant that is not a “qualified
institutional buyer,” (“QIB”), as such term is defined under Rule 144A of the Securities Act, will not be able
to receive Redemption Instruments that are restricted securities eligible for resale under Rule 144A. An Authorized Participant
may be required by the Trust to provide a written confirmation with respect to QIB status in order to receive Redemption Instruments.
The right of redemption may be suspended
or the date of payment postponed with respect to a Fund (1) for any period during which the Exchange is closed (other than customary
weekend and holiday closings); (2) for any period during which trading on the Exchange is suspended or restricted; (3) for any
period during which an emergency exists as a result of which disposal of the Shares of the Fund or determination of the NAV of
the Shares is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.
CREATION AND REDEMPTION TRANSACTION
FEES. A transaction fee, as set forth in the table below, is imposed for the transfer and other transaction costs associated
with the purchase or redemption of Creation Units, as applicable. Authorized Participants will be required to pay a fixed creation
transaction fee and/or a fixed redemption transaction fee, as applicable, on a given day regardless of the number of Creation Units
created or redeemed on that day. A Fund may adjust the transaction fee from time to time. The Creation/Redemption Transaction Fee
may be waived for the Fund when the Adviser believes that waiver of such fee is in the best interest of the Fund. When determining
whether to waive the Creation/Redemption Transaction Fee, the Adviser considers a number of factors including whether waiving such
fee will facilitate the initial launch of the Fund; facilitate portfolio rebalancings in a less costly manner; improve the quality
of the secondary trading market for the Fund’s shares; and not result in the Fund bearing additional costs or expenses as
a result of such waiver.
An additional charge or a variable charge
(discussed below) will be applied to certain creation and redemption transactions, including non-standard orders and whole or partial
cash purchases or redemptions. With respect to creation orders, Authorized Participants are responsible for the costs of transferring
the securities constituting the Deposit Instruments to the account of the Trust and with respect to redemption orders, Authorized
Participants are responsible for the costs of transferring the Redemption Instruments from the Trust to their account or on their
order. Investors who use the services of a broker or other such intermediary may also be charged a fee for such services.
|
FUND
|
TRANSACTION
FEE
|
MAXIMUM
TRANSACTION
FEE
|
|
Syntax Stratified U.S. Hedged Equity ETF
|
$1,250
|
$2,000
|
|
Syntax Stratified LargeCap II ETF
|
$1,250
|
$2,000
|
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in conjunction with the sections in the Prospectus entitled “PURCHASE
AND SALE OF FUND SHARES” and “ADDITIONAL PURCHASE AND SALE INFORMATION.”
Net asset value per Share for each Fund
of the Trust is computed by dividing the value of the net assets of such Fund (i.e., the value of its total assets less total liabilities)
by the total number of Shares outstanding. Expenses and fees, including the management, administration and distribution fees, are
accrued daily and taken into account for purposes of determining net asset value. The net asset value of the Fund is calculated
by the Custodian and determined as of the close of the regular trading session on the (ordinarily 4:00p.m. Eastern time) on each
day that such exchange is open.
In computing a Fund’s net asset value
per Share, the Fund’s securities holdings are based on the market price of the securities, which generally means a valuation
obtained from an exchange or other market (or based on a price quotation or other equivalent indication of value supplied by an
exchange or other market) or a valuation obtained from an independent pricing service. In the case of shares of funds that are
not traded on an exchange (e.g., mutual funds), last sale price means such fund’s published net asset value per share. Other
portfolio securities and assets for which market quotations are not readily available are valued based on fair value as determined
in good faith by the Oversight Committee in accordance with procedures adopted by the Board. In these cases, the Fund’s net
asset value may reflect certain portfolio securities’ fair values rather than their market prices. Fair value pricing involves
subjective judgments and it is possible that the fair value determination for a security is materially different than the value
that could be realized upon the sale of the security. In addition, fair value pricing could result in a difference between the
prices used to calculate a Fund’s net asset value and the prices used by the Index. This may result in a difference between
the Fund’s performance and the performance of the Index.
DIVIDENDS AND DISTRIBUTIONS
The following information supplements and
should be read in conjunction with the section in the Prospectus entitled “DISTRIBUTIONS.”
GENERAL POLICIES. Dividends from
net investment income, if any, are declared and paid annually for each 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 a Fund to improve
index tracking or to comply with the distribution requirements of the Internal Revenue Code, in all events in a manner consistent
with the provisions of the 1940 Act. In addition, the Trust intends to distribute at least annually amounts representing the full
dividend yield on the underlying portfolio securities of each Fund, net of expenses of such Fund, as if such Fund owned such underlying
portfolio securities for the entire dividend period. As a result, some portion of each distribution may result in a return of capital
for tax purposes for shareholders.
Dividends and other distributions on Shares
are distributed, as described below, 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 Trust.
The Trust may make additional distributions
to the extent necessary (i) to distribute the entire annual taxable income of the Trust, plus any net capital gains and (ii) to
avoid imposition of the excise tax imposed by Section 4982 of the Internal Revenue Code. Management of the Trust reserves the right
to declare special dividends if, in its reasonable discretion, such action is necessary or advisable to preserve the status of
a Fund as a “regulated investment company” under the Internal Revenue Code or to avoid imposition of income or excise
taxes on undistributed income.
DIVIDEND REINVESTMENT. Broker dealers,
at their own discretion, may also offer a dividend reinvestment service under which Shares are purchased in the secondary market
at current market prices. Investors should consult their broker dealer for further information regarding any dividend reinvestment
service offered by such broker dealer.
U.S. FEDERAL INCOME TAXATION
Set forth below is a discussion of certain
U.S. federal income tax considerations affecting the Funds and the purchase, ownership and disposition of Shares. It is based upon
the U.S. Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), U.S. Treasury Department regulations
promulgated thereunder, judicial authorities, and administrative rulings and practices, all as in effect as of the date of this
SAI and all of which are subject to change, possibly with retroactive effect. The following information supplements and should
be read in conjunction with the section in the Prospectus entitled “U.S. Federal Income Taxation.”
Except to the extent discussed below, this
summary assumes that a Fund’s shareholder holds Shares as capital assets within the meaning of the Internal Revenue Code,
and does not hold Shares in connection with a trade or business. This summary does not address all potential U.S. federal income
tax considerations possibly applicable to an investment in Shares, and does not address the tax consequences to Fund shareholders
subject to special tax rules, including, but not limited to, partnerships and the partners therein, those who hold Shares through
an IRA, 401(k) plan or other tax-advantaged account, and, except to the extent discussed below, tax-exempt shareholders. This discussion
does not discuss any aspect of U.S. state, local, estate, and gift, or non-U.S., tax law. This discussion is not intended or written
to be legal or tax advice to any shareholder in the Fund or other person and is not intended or written to be used or relied on,
and cannot be used or relied on, by any such person for the purpose of avoiding any U.S. federal tax penalties that may be imposed
on such person. Prospective Fund shareholders are urged to consult their own tax advisers with respect to the specific U.S. federal,
state, and local, and non-U.S., tax consequences of investing in Shares based on their particular circumstances.
The Funds have not requested and will not
request an advance ruling from the U.S. Internal Revenue Service (“IRS”) as to the U.S. federal income tax matters
described below. The IRS could adopt positions contrary to those discussed below and such positions could be sustained. Prospective
investors should consult their own tax advisors with regard to the U.S. federal tax consequences of the purchase, ownership or
disposition of Shares, as well as the tax consequences arising under the laws of any state, non-U.S. country or other taxing jurisdiction.
Tax Treatment of the Funds
In General. Each Fund intends to
qualify and elect to be treated as a separate regulated investment company (“RIC”) under the Internal Revenue Code.
As a RIC, a Fund generally will not be required to pay corporate-level U.S. federal income taxes on any ordinary income or capital
gains that it distributes to its shareholders.
To qualify and remain eligible for the
special tax treatment accorded to RICs, a Fund must meet certain income, asset and distribution requirements, described in more
detail below. Specifically, the Fund must (i) derive at least 90% of its gross income in each taxable year from dividends, interest,
payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies,
other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business
of investing in such stock, securities or currencies and net income derived from interests in qualified publicly traded partnerships
(“QPTPs”) (i.e., partnership that are traded on an established securities market or readily tradable on a secondary
market, other than partnerships that derive at least 90% of their income from interest, dividends, and other qualifying RIC income
described above), and (ii) diversify its holdings so that, at the end of each quarter of the Fund’s taxable year, (a) at
least 50% of the value of the Fund’s assets is represented by cash, securities of other RICs, U.S. government securities
and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater in value than
5% of the Fund’s total assets and not greater than 10% of the outstanding voting securities of such issuer, and (b) not more
than 25% of the value of its assets is invested in the securities (other than U.S. government securities or securities of other
RICs) of any one issuer, any two or more issuers of which 20% or more of the voting stock of each such issuer is held by the Fund
and that are determined to be engaged in the same or similar trades or businesses or related trades or business or in the securities
of one or more QPTPs. Furthermore, a Fund must distribute annually at least 90% of the sum of (i) its “investment company
taxable income” (which includes dividends, interest and net short-term capital gains) and (ii) certain net tax-exempt income,
if any.
Failure to Maintain RIC Status.
If a Fund fails to qualify as a RIC for any year (subject to certain curative measures allowed by the Internal Revenue Code), the
Fund will be subject to regular corporate-level U.S. federal income tax in that year on all of its taxable income, regardless of
whether the Fund makes any distributions to its shareholders. In addition, in such case, distributions will be taxable to the Fund’s
shareholders generally as ordinary dividends to the extent of the Fund’s current and accumulated earnings and profits, possibly
eligible for (i) in the case of an individual Fund shareholder, treatment as a qualified dividend (as discussed below) subject
to tax at preferential long-term capital gains rates or (ii) in the case of a corporate Fund shareholder, a dividends-received
deduction. The remainder of this discussion assumes that the Fund will qualify for the special tax treatment accorded to RICs.
Excise Tax. A Fund will be subject
to a 4% excise tax on certain undistributed income generally if the Fund does not distribute to its shareholders in each calendar
year at least 98% of its ordinary income for the calendar year, 98.2% of its capital gain net income for the twelve months ended
October 31 of such year, plus 100% of any undistributed amounts from prior years. For these purposes, the Fund will be treated
as having distributed any amount on which it has been subject to U.S. corporate income tax for the taxable year ending within such
calendar year. The Funds intend to make distributions necessary to avoid this 4% excise tax, although there can be no assurance
that it will be able to do so.
Phantom Income. With respect to
some or all of its investments, a Fund may be required to recognize taxable income in advance of receiving the related cash payment.
For example, under the “wash sale” rules, the Fund may not be able to deduct currently a loss on a disposition of a
portfolio security. As a result, the Fund may be required to make an annual income distribution greater than the total cash actually
received during the year. Such distribution may be made from the existing cash assets of the Fund or cash generated from selling
Portfolio Securities. The Fund may realize gains or losses from such sales, in which event the Fund’s shareholders may receive
a larger capital gain distribution than they would in the absence of such transactions. (See also —“Certain Debt Instruments”
below.)
Certain Debt Instruments. Some of
the debt securities (with a fixed maturity date of more than one year from the date of issuance) that may be acquired by a Fund
(such as zero coupon debt instruments or debt instruments with payment in-kind interest) may be treated as debt securities that
are issued originally at a discount. Generally, the amount of original issue discount is treated as interest income and is included
in income over the term of the debt security, even though payment of that amount is not received until a later time, usually when
the debt security matures.
If a Fund acquires debt securities (with
a fixed maturity date of more than one year from the date of issuance) in the secondary market, such debt securities may be treated
as having market discount. Generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt
security having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the
“accrued market discount” on such debt security. Market discount generally accrues in equal daily installments. a Fund
may make one or more of the elections applicable to debt securities having market discount, which could affect the character and
timing of recognition of income.
Some debt securities (with a fixed maturity
date of one year or less from the date of issuance) that may be acquired by a Fund may be treated as having acquisition discount,
or original issue discount in the case of certain types of debt securities. Generally, the Fund will be required to include the
acquisition discount, or original issue discount, in income over the term of the debt security, even though payment of that amount
is not received until a later time, usually when the debt security matures. The Fund may make one or more of the elections applicable
to debt securities having acquisition discount, or original issue discount, which could affect the character and timing of recognition
of income.
Non-U.S.
Investments. Dividends, interest and proceeds from the direct or indirect sale of non-U.S. securities may be subject to non-U.S.
withholding tax and other taxes, including financial transaction taxes. Even if a Fund is entitled to seek a refund in respect
of such taxes, it may not have sufficient information to do so or may choose not to do so. Tax treaties between certain countries
and the United States may reduce or eliminate such taxes in some cases. Non-U.S. taxes paid by a Fund will reduce the return from
the Fund’s investments.
Special or Uncertain Tax Consequences.
A Fund’s investment or other activities could be subject to special and complex tax rules that may produce differing tax
consequences, such as disallowing or limiting the use of losses or deductions, causing the recognition of income or gain without
a corresponding receipt of cash, affecting the time as to when a purchase or sale of stock or securities is deemed to occur or
altering the characterization of certain complex financial transactions.
A Fund may engage in investment or other
activities the treatment of which may not be clear or may be subject to recharacterization by the IRS. In particular, the tax treatment
of swaps and certain other derivatives and income from foreign currency transactions is unclear for purposes of determining the
Fund’s status as a RIC. If a final determination on the tax treatment of a Fund’s investment or other activities differs
from the Fund’s original expectations, the final determination could adversely affect the Fund’s status as a RIC or
the timing or character of income recognized by the Fund, requiring the Fund to purchase or sell assets, alter its portfolio or
take other action in order to comply with the final determination.
Tax Treatment of Fund Shareholders
Taxation of U.S. Shareholders
The
following is a summary of certain U.S. federal income tax consequences of the purchase, ownership and disposition of Fund Shares
applicable to “U.S. shareholders.” For purposes of this discussion, a “U.S. shareholder” is a beneficial
owner of Fund Shares who, for U.S. federal income tax purposes, is (i) an individual who is a citizen or resident of the United
States; (ii) a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) created or organized in
the United States or under the laws of the United States, or of any state thereof, or the District of Columbia; (iii) an estate,
the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust,
if (a) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons
have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in place to be treated
as a U.S. person.
Fund Distributions. In general,
Fund distributions are subject to U.S. federal income tax when paid, regardless of whether they consist of cash or property and
regardless of whether they are re-invested in Shares. However, any Fund distribution declared in October, November or December
of any calendar year and payable to shareholders of record on a specified date during such month will be deemed to have been received
by the Fund shareholder on December 31 of such calendar year, provided such dividend is actually paid during January of the following
calendar year.
Distributions of a Fund’s net investment
income and the Fund’s net short-term capital gains in excess of net long-term capital losses (collectively referred to as
“ordinary income dividends”) are taxable as ordinary income to the extent of the Fund’s current and accumulated
earnings and profits (subject to an exception for “qualified dividend income, as discussed below). Corporate shareholders
of the Fund may be eligible to take a dividends-received deduction with respect to such distributions, provided the distributions
are attributable to dividends received by the Fund on stock of U.S. corporations with respect to which the Fund meets certain holding
period and other requirements. To the extent designated as “capital gain dividends” by the Fund, distributions of the
Fund’s net long-term capital gains in excess of net short-term capital losses (“net capital gain”) are taxable
at long-term capital gain tax rates to the extent of the Fund’s current and accumulated earnings and profits, regardless
of the Fund shareholder’s holding period in the Fund’s Shares. Such dividends will not be eligible for a dividends-received
deduction by corporate shareholders.
A Fund’s net capital gain is computed
by taking into account the Fund’s capital loss carryforwards, if any. Under the Regulated Investment Company Modernization
Act of 2010, capital losses incurred in tax years beginning after December 22, 2010 can be carried forward indefinitely and retain
the character of the original loss. To the extent that these carryforwards are available to offset future capital gains, it is
probable that the amount offset will not be distributed to shareholders. In the event that a Fund were to experience an ownership
change as defined under the Code, the Fund’s loss carryforwards, if any, may be subject to limitation.
Distributions of “qualified dividend
income” (defined below) are taxed to certain non-corporate shareholders at the reduced rates applicable to long-term capital
gain to the extent of a Fund’s current and accumulated earnings and profits, provided that the Fund shareholder meets certain
holding period and other requirements with respect to the distributing Fund’s Shares and the distributing Fund meets certain
holding period and other requirements with respect to the dividend-paying stocks. Dividends
subject to these special rules, however, are not actually treated as capital gains and, thus, are not included in the computation
of a non-corporate shareholder’s net capital gain and generally cannot be used to offset capital losses. The portion of
distributions that a Fund may report as qualified dividend income generally is limited to the amount of qualified dividend income
received by the Fund, but if for any Fund taxable year 95% or more of the Fund’s gross income (exclusive of net capital
gain from sales of stock and securities) consist of qualified dividend income, all distributions of such income for that taxable
year may be reported as qualified dividend income. For this purpose, “qualified dividend income” generally means income
from dividends received by a Fund from U.S. corporations and qualified non-U.S. corporations. Income from dividends received by
the Fund from a real estate investment trust (“REIT”) or another RIC generally is qualified dividend income only to
the extent that the dividend distributions are made out of qualified dividend income received by such REIT or other RIC.
To the
extent that a Fund makes a distribution of income received by such Fund in lieu of dividends with respect to securities on loan
pursuant to a securities lending transaction, such income will not constitute qualified dividend income to individual shareholders
and will not be eligible for the dividends-received deduction for corporate shareholders.
Distributions
in excess of a Fund’s current and accumulated earnings and profits will, as to each shareholder, be treated as a tax-free
return of capital to the extent of the shareholder’s tax basis in its Shares of the Fund, and as a capital gain thereafter
(assuming the shareholder holds its Shares of the Fund as capital assets).
Each Fund intends to distribute its net
capital gain at least annually. However, by providing written notice to its shareholders no later than 60 days after its year-end,
a Fund may elect to retain some or all of its net capital gain and designate the retained amount as a “deemed distribution.”
In that event, the Fund pays U.S. federal income tax on the retained net capital gain, and the Fund shareholder recognizes a proportionate
share of the Fund’s undistributed net capital gain. In addition, a shareholder can claim a tax credit or refund for the shareholder’s
proportionate share of the Fund’s U.S. federal income taxes paid on the undistributed net capital gain and increase the shareholder’s
tax basis in the Fund Shares by an amount equal to the shareholder’s proportionate share of the Fund’s undistributed
net capital gain, reduced by the amount of the shareholder’s tax credit or refund. Organizations or persons not subject to
U.S. federal income tax on such net capital gain may be entitled to a refund of their pro rata share of such taxes paid by the
Fund upon timely filing appropriate returns or claims for refund with the IRS.
With respect to non-corporate Fund shareholders
(i.e., individuals, trusts and estates), ordinary income and short-term capital gain are taxed at a current maximum rate
of 39.6% and long-term capital gain is taxed at a current maximum rate of 20%. Corporate shareholders are taxed at a current maximum
rate of 35% on their income and gain.
In addition, high-income individuals (and
certain trusts and estates) generally will be subject to a 3.8% Medicare tax on “net investment income,” in addition
to otherwise applicable U.S. federal income tax. “Net investment income” generally will include dividends (including
capital gain dividends) received from a Fund and net gains from the redemption or other disposition of Shares. Please consult your
tax advisor regarding this tax.
Investors considering buying Shares just
prior to a distribution should be aware that, although the price of the Shares purchased at such time may reflect the forthcoming
distribution, such distribution nevertheless may be taxable (as opposed to a non-taxable return of capital).
Sales of Shares. Any capital gain
or loss realized upon a sale or exchange of Shares generally is treated as a long-term gain or loss if the Shares have been held
for more than one year. Any capital gain or loss realized upon a sale or exchange of Shares held for one year or less generally
is treated as a short-term gain or loss, except that any capital loss on the sale of Shares held for six months or less is treated
as long-term capital loss to the extent that capital gain dividends were paid (or deemed to be paid) with respect to such Shares.
All or a portion of any loss realized upon a sale or exchange of Fund Shares
will be disallowed under the “wash sale” rules if substantially identical shares are purchased (through reinvestment
of dividends or otherwise) within a 61-day period beginning 30 days before and ending 30 days after the disposition of the Fund
Shares. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.
Legislation passed by Congress requires
reporting to the IRS and to taxpayers of adjusted cost basis information for “covered securities,” which generally
include shares of a RIC acquired on or after January 1, 2012. Shareholders should contact their brokers to obtain information with
respect to the available cost basis reporting methods and available elections for their accounts.
Creation Unit Issues and Redemptions.
On an issue of Shares as part of a Creation Unit, made by means of an in-kind deposit, an Authorized Participant recognizes capital
gain or loss equal to the difference between (i) the fair market value (at issue) of the issued Shares (plus any cash received
by the Authorized Participant as part of the issue) and (ii) the Authorized Participant’s aggregate basis in the exchanged
securities (plus any cash paid by the Authorized Participant as part of the issue). On a redemption of Shares as part of a Creation
Unit where the redemption is conducted in-kind by a payment of Fund Securities, an Authorized Participant recognizes capital gain
or loss equal to the difference between (i) the fair market value (at redemption) of the securities received (plus any cash received
by the Authorized Participant as part of the redemption) and (ii) the Authorized Participant’s basis in the redeemed Shares
(plus any cash paid by the Authorized Participant as part of the redemption). However, the IRS may assert, under the “wash
sale” rules or on the basis that there has been no significant change in the Authorized Participant’s economic position,
that any loss on an issue or redemption of Creation Units cannot be deducted currently.
In general, any capital gain or loss recognized
upon the issue or redemption of Shares (as components of a Creation Unit) is treated either as long-term capital gain or loss,
if the deposited securities (in the case of an issue) or the Shares (in the case of a redemption) have been held for more than
one year, or otherwise as short-term capital gain or loss. However, any capital loss on a redemption of Shares held for six months
or less is treated as long-term capital loss to the extent that capital gain dividends were paid (or deemed to be paid) with respect
to such Shares.
Reportable Transactions. If a shareholder
recognizes a loss with respect to Shares of $2 million or more (for an individual Fund shareholder) or $10 million or more (for
a corporate shareholder) in any single taxable year (or a greater loss over a combination of years), the Fund shareholder may be
required to file a disclosure statement with the IRS. Significant penalties may be imposed upon the failure to comply with these
reporting rules. Shareholders should consult their tax advisors to determine the applicability of these rules in light of their
individual circumstances.
Taxation of Non-U.S. Shareholders
The following is a summary of certain U.S.
federal income tax consequences of the purchase, ownership and disposition of Fund Shares applicable to “non-U.S. shareholders.”
For purposes of this discussion, a “non-U.S. shareholder” is a beneficial owner of Fund Shares that is not a U.S. shareholder
(as defined above) and is not an entity or arrangement treated as a partnership for U.S. federal income tax purposes. The following
discussion is based on current law, and is for general information only. It addresses only selected, and not all, aspects of U.S.
federal income taxation.
Dividends. With respect to
non-U.S. shareholders of a Fund, the Fund’s ordinary income dividends generally will be subject to U.S. federal
withholding tax at a rate of 30% (or at a lower rate established under an applicable tax treaty). However, ordinary income
dividends that are “interest-related dividends” or “short-term capital gain dividends” (each as
defined below) and capital gain dividends generally will not be subject to U.S. federal withholding (or income tax), provided
that the non-U.S. shareholder furnishes the Fund with a completed IRS Form W-8BEN or W-8BEN-E, as applicable, (or acceptable
substitute documentation) establishing the non-U.S. shareholder’s non-U.S. status and the Fund does not have actual
knowledge or reason to know that the non-U.S. shareholder would be subject to such withholding tax if the non-U.S.
shareholder were to receive the related amounts directly rather than as dividends from the Fund. “Interest-related
dividends” generally means dividends designated by the Fund as attributable to such Fund’s U.S.-source interest
income, other than certain contingent interest and interest from obligations of a corporation or partnership in which such
Fund is at least a 10% shareholder, reduced by expenses that are allocable to such income. “Short-term capital gain
dividends” generally means dividends designated by the Fund as attributable to the excess of such Fund’s net
short-term capital gain over its net long-term capital loss. Depending on its circumstances, the Fund may treat such
dividends, in whole or in part, as ineligible for these exemptions from withholding.
Notwithstanding
the foregoing, special rules apply in certain cases, including as described below. For example, in cases where dividend income
from a non-U.S. shareholder’s investment in the Fund is effectively connected with a trade or business of the non-U.S. shareholder
conducted in the United States, the non-U.S. shareholder generally will be exempt from withholding tax, but will be subject to
U.S. federal income tax at the graduated rates applicable to U.S. shareholders. Such income generally must be reported on a U.S.
federal income tax return. Furthermore, such income also may be subject to the 30% branch profits tax in the case of a non-U.S.
shareholder that is a corporation. In addition, if a non-U.S. shareholder is an individual who is present in the United States
for 183 days or more during the taxable year and has a “tax home” in the United States, any gain incurred by such
shareholder with respect to his or her capital gain dividends and short-term capital gain dividends would be subject to a 30%
U.S. federal income tax (which, in the case of short-term capital gain dividends, may, in certain instances, be withheld at source
by the Fund). Lastly, special rules apply with respect to dividends that are subject to the Foreign Investment in Real Property
Act (“FIRPTA”), discussed below (see—“Investments in U.S. Real Property”).
Sales of Fund Shares. Under current
law, gain on a sale or exchange of Shares generally will be exempt from U.S. federal income tax (including withholding at the
source) unless (i) the non-U.S. shareholder is an individual who was physically present in the United States for 183 days or more
during the taxable year and has a “tax home” in the United States, in which case the non-U.S. shareholder would incur
a 30% U.S. federal income tax on his capital gain, (ii) the gain is effectively connected with a U.S. trade or business conducted
by the non-U.S. shareholder (in which case the non-U.S. shareholder generally would be taxable on such gain at the same graduated
rates applicable to U.S. shareholders, would be required to file a U.S. federal income tax return and, in the case of a corporate
non-U.S. shareholder, may also be subject to the 30% branch profits tax), or (iii) the gain is subject to FIRPTA, as discussed
below (see —“Investments in U.S. Real Property”).
Credits or Refunds. To claim a credit
or refund for any Fund-level taxes on any undistributed long-term capital gains (as discussed above) or any taxes collected through
withholding, a non-U.S. Fund shareholder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return
even if the non-U.S. Fund shareholder would not otherwise be required to do so.
Investments in U.S. Real Property.
Subject to the exemptions described below, a non-U.S. shareholder generally will be subject to U.S. federal income tax under FIRPTA
on any gain from the sale or exchange of Shares if the Fund is a “U.S. real property holding corporation” (as defined
below) at any time during the shorter of the period during which the non-U.S. shareholder held such Shares and the five-year period
ending on the date of the disposition of those Shares. Any such gain will be taxed in the same manner as for a U.S. Fund shareholder
and in certain cases will be collected through withholding at the source in an amount equal to 15% of the sales proceeds. A Fund
will be a “U.S. real property holding corporation” if the fair market value of its “U.S. real property interests”
(“USRPIs”) (which includes shares of U.S. real property holding corporations and certain participating debt securities)
equals or exceeds 50% of the fair market value of such interests plus its interests in real property located outside the United
States plus any other assets used or held for use in a business.
An exemption from FIRPTA applies if either
(i) the class of Shares disposed of by the non-U.S. shareholder is regularly traded on an established securities market (as determined
for U.S. federal income tax purposes) and the non-U.S. shareholder did not actually or constructively hold more than 5% of such
class of Shares at any time during the five-year period prior to the disposition, or (ii) the Fund is a “domestically-controlled
RIC.” A “domestically-controlled RIC” is any RIC in which at all times during the relevant testing period 50%
or more in value of the RIC’s stock is owned by U.S. persons.
Furthermore, special rules apply under
FIRPTA in respect of distributions attributable to gains from USRPIs. In general, if a Fund is a U.S. real property holding corporation
(taking certain special rules into account), distributions by such Fund attributable to gains from USRPIs will be treated as income
effectively connected with a trade or business within the United States, subject generally to tax at the same graduated rates applicable
to U.S. shareholders and, in the case of a corporation that is a non-U.S. shareholder, a “branch profits” tax at a
rate of 30% (or other applicable lower treaty rate). Such distributions will be subject to U.S. federal withholding tax and generally
will give rise to an obligation on the part of the non-U.S. shareholder to file a U.S. federal income tax return.
Even if a Fund is treated as a U.S. real
property holding corporation, distributions on the Fund’s Shares will not be treated, under the rule described above, as
income effectively connected with a U.S. trade or business in the case of a non-U.S. shareholder that owns (for the applicable
period) 5% or less (by class) of Shares and such class is regularly traded on an established securities market for U.S. federal
income tax purposes (but such distribution will be treated as ordinary dividends subject to a 30% withholding tax or lower applicable
treaty rate).
Non-U.S. shareholders that engage in certain
“wash sale” and/or substitute dividend payment transactions the effect of which is to avoid the receipt of distributions
from the Fund that would be treated as gain effectively connected with a U.S. trade or business will be treated as having received
such distributions.
All shareholders of the Funds should consult
their tax advisers regarding the application of the rules described above.
Back-Up
Withholding
A
Fund (or a financial intermediary such as a broker through which a shareholder holds Shares in the Fund) may be required to report
certain information on the Fund shareholder to the IRS and withhold U.S. federal income tax (“backup withholding”)
at a 28% rate from taxable distributions and redemption or sale proceeds payable to the Fund shareholder if (i) the Fund shareholder
fails to provide the Fund with a correct taxpayer identification number or make required certifications, or if the IRS notifies
the Fund that the Fund shareholder is otherwise subject to backup withholding, and (ii) the Fund shareholder is not otherwise
exempt from backup withholding. Non-U.S. shareholders can qualify for exemption from backup withholding by submitting a properly
completed IRS Form W-8BEN or W-8BEN-E. Backup withholding is not an additional tax and any amount withheld may be credited against
the Fund shareholder’s U.S. federal income tax liability.
Foreign Account Tax Compliance Act
The U.S. Foreign Account Tax Compliance
Act (“FATCA”) generally imposes a 30% withholding tax on “withholdable payments” (defined below) made to
(i) a “foreign financial institution” (“FFI”), unless the FFI enters into an agreement with the IRS to
provide information regarding certain of its direct and indirect U.S. account holders and satisfy certain due diligence and other
specified requirements, and (ii) a “non-financial foreign entity” (“NFFE”) unless such NFFE provides certain
information to the withholding agent about certain of its direct and indirect “substantial U.S. owners” or certifies
that it has no such U.S. owners. The beneficial owner of a “withholdable payment” may be eligible for a refund or credit
of the withheld tax. The U.S. government also has entered into several intergovernmental agreements with other jurisdictions to
provide an alternative, and generally easier, approach for FFIs to comply with FATCA.
“Withholdable payments” generally
include, among other items, (i) U.S.-source interest and dividends, and (ii) gross proceeds from the sale or disposition, occurring
on or after January 1, 2019, of property of a type that can produce U.S.-source interest or dividends.
A Fund may be required to impose a 30%
withholding tax on withholdable payments to a shareholder if the shareholder fails to provide the Fund with the information, certifications
or documentation required under FATCA, including information, certification or documentation necessary for the Fund to determine
if the shareholder is a non-U.S. shareholder or a U.S. shareholder and, if it is a non-U.S. shareholder, if the non-U.S. shareholder
has “substantial U.S. owners” and/or is in compliance with (or meets an exception from) FATCA requirements. The Fund
will not pay any additional amounts to shareholders in respect of any amounts withheld. The Fund may disclose any shareholder information,
certifications or documentation to the IRS or other parties as necessary to comply with FATCA.
The requirements of, and exceptions from,
FATCA are complex. All prospective shareholders are urged to consult their own tax advisors regarding the potential application
of FATCA with respect to their own situation.
Section 351
The Trust, on behalf of the Funds, has
the right to reject an order for a purchase of shares of the Fund if the purchaser (or any group of purchasers) would, upon obtaining
the shares so ordered, own 80% or more of the outstanding shares of a given Fund and if, pursuant to Section 351 of the Internal
Revenue Code, that Fund would have a basis in the Deposit Securities different from the market value of such securities on the
date of deposit. The Trust also has the right to require information necessary to determine beneficial share ownership for purposes
of the 80% determination.
CAPITAL STOCK AND SHAREHOLDER REPORTS
Each Fund issues Shares of beneficial interest,
par value $0.01 per Share. The Board may designate additional funds.
Each Share issued by the Trust has a pro
rata interest in the assets of the corresponding series of the Trust. Shares have no preemptive, exchange, subscription or conversion
rights and are freely transferable. Each Share is entitled to participate equally in dividends and distributions declared by the
Board with respect to the Fund, and in the net distributable assets of the Fund on liquidation.
Each Share has one vote with respect to
matters upon which a shareholder vote is required consistent with the requirements of the 1940 Act and the rules promulgated thereunder.
Shares of all series of the Trust (i.e., Shares of the Funds) vote together as a single class, except that if the matter being
voted on affects only a particular Fund it will be voted on only by that Fund and if a matter affects a particular Fund differently
from other Funds, that Fund will vote separately on such matter. Under Delaware law, the Trust is not required to hold an annual
meeting of shareholders unless required to do so under the 1940 Act. The policy of the Trust is not to hold an annual meeting of
shareholders unless required to do so under the 1940 Act. All Shares of the Trust (regardless of the Fund) have noncumulative voting
rights for the election of Trustees. Under Delaware law, Trustees of the Trust may be removed by vote of the shareholders.
The Declaration of Trust contains an express
disclaimer of shareholder liability for acts or obligations of the Trust, requires that Trust obligations include such disclaimer,
and provides for indemnification and reimbursement of expenses out of the Trust’s property for any shareholder held personally
liable for the obligations of the Trust. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the Trust itself would be unable to meet its obligations. Given the above limitations on shareholder
personal liability, and the nature of a Fund’s assets and operations, the risk to shareholders of personal liability is believed
to be remote.
Shareholder inquiries may be made by writing
to the Trust, c/o Syntax Advisors, LLC, One Liberty Plaza, 46th Fl. New York, NY 10006.
COUNSEL AND INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Chapman and Cutler LLP serves as counsel
to the Trust and the Funds. Ernst & Young LLP serves as the independent registered public accounting firm to the Trust.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
[ ] serves as the
independent registered public accounting firm for the Trust.
FINANCIAL STATEMENTS
Financial statements are not included for the Fund, which had
not commenced operation prior to the date of this SAI.
APPENDIX A
VANTAGE CONSULTING GROUP (“VCG”)
PROXY VOTING POLICIES
Background
An investment adviser has a duty of care
and loyalty to its Clients and Investors with respect to monitoring corporate events and exercising proxy authority in the best
interests of such Clients and Investors. VCG will adhere to Rule 206(4)-6 of the Advisers Act and all other applicable laws and
regulations in regard to the voting of proxies.
Policies and Procedures
As an investment advisor, VCG may have
the authority to vote proxies relating to securities on behalf of clients. In certain circumstances, when permitted by the client
VCG may outsource the proxy voting. These policies and procedures are designed to deal with the complexities which may arise in
cases where VCG’s interests conflict or appear to conflict with the interests of its clients and to communicate to clients the
methods and rationale whereby VCG exercises proxy authority. This document is available to any client upon request. VCG will also
make available the record of VCG’s votes promptly upon request.
The CCO of VCG is responsible for monitoring
the effectiveness of this policy. Unless contractually obligated to vote in a certain manner, VCG will reach its voting decisions
independently, after appropriate investigation. It does not generally intend to delegate its decision making or to rely on the
recommendations of any third party, although it may take such recommendations into consideration. Where VCG deviates from the guidelines
listed below, or depends upon a third party to make the decision, the reasons shall be documented. VCG may consult with such other
experts, such as CPA’s, investment bankers, attorneys, etc., as it regards necessary to help it reach informed decisions.
Non-Voting of Proxies
VCG will generally not vote proxies in
the following situations:
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•
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Proxies are received for equity securities where, at the time of receipt, VCG’s position, across
all clients that it advises, is less than, or equal to, 1% of the total outstanding voting equity (an “immaterial position”).
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•
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Proxies are received for equity securities where, at the time of receipt, VCG’s Clients and Investors
no longer hold that position.
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Management Proposals
Absent good reason to the contrary, VCG
will generally give substantial weight to management recommendations regarding voting. This is based on the view that management
is usually in the best position to know which corporate actions are in the best interests of common shareholders as a whole.
VCG will generally vote for routine matters
proposed by issuer management, such as setting a time or place for an annual meeting, changing the name or fiscal year of the company,
or voting for directors in favor of the management proposed slate. Other routine matters in which VCG will generally vote along
with company management include: appointment of auditors, fees paid to board members, and change in the board structure. As long
as the proposal does not: i) measurably change the structure, management, control or operations of the company; ii) measurably
change the terms of, or fees or expenses associated with, an investment in the company; and the proposal is consistent with customary
industry standards and practices, as well as the laws of the state of incorporation applicable to the company, VCG will generally
vote along with management.
Non-Routine Matters
Non-routine matters might include such
things as:
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Amendments to management incentive plans
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The authorization of additional common or preferred stock
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•
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Initiation or termination of barriers to takeover or
acquisition
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•
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Mergers or acquisitions
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Corporate reorganizations
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“Contested” director slates
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In non-routine matters, VCG will attempt
to be generally familiar with the questions at issue. Non- routine matters will be voted on a case-by-case basis, given the complexity
of many of these issues.
Processing Proxy Votes
The CCO will be responsible for determining whether each proxy
is for a “routine” matter, as described above, and whether the Policy and Procedures set forth herein actually address
the specific issue. For proxies that are not clearly “routine”, VCG, in conjunction with the CCO, will determine how
to vote each such proxy by applying these policies and procedures. Upon making a decision, the proxy will be executed and returned
for submission to the company. VCG’s proxy voting record will be updated at the time the proxy is submitted.
An independent proxy voting advisory and research firm may be
appointed as a “Proxy Service” for voting VCG’s proxies after approval by the CCO.
Documenting Proxy Voting
VCG will maintain copies of each proxy statement received and
of each executed proxy; however, VCG may rely on the SEC’s EDGAR system for records of proxy statements. VCG will also maintain
records relating to each proxy, including the voting decision on each proxy, and any documents that were material to making the
voting decision.
VCG will also maintain a record of each written request from
a Client or Investor for proxy voting information and VCG’s written response to any request from a Client or Investor for proxy
voting information. These records shall be maintained in compliance with Rule 204-2.
Actual and Apparent Conflicts of Interest
Potential conflicts of interest between VCG and its clients
may arise when VCG’s relationships with an issuer or with a related third party actually conflict, or appear to conflict, with
the best interests of the VCG’s clients.
If the issue is specifically addressed in these policies and
procedures, VCG will vote in accordance with these policies. In a situation where the issue is not specifically addressed in these
Policies and Procedures and an apparent or actual conflict exists, VCG shall either: i) delegate the voting decision to an independent
third party; ii) inform clients of the conflict of interest and obtain advance consent of a majority of such clients for a particular
voting decision; or iii) obtain approval of a voting decision from VCG’s CCO, who will be responsible for documenting the rationale
for the decision made and voted.
In all such cases, VCG will make disclosures to clients of all
material conflicts and will keep documentation supporting its voting decisions.
Syntax
ETF Trust
PART C - OTHER INFORMATION
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(a)
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Declaration of Syntax ETF Trust (“Registrant”) is incorporated herein by reference to Exhibit (a) of the Registrant’s Initial Registration Statement on Form N-1A, as filed with the SEC on January 18, 2017.
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(a)
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Amendment dated December 5, 2019 to Declaration of Syntax ETF Trust, to be filed by amendment.
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(b)
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Amended and Restated By-Laws of the Registrant are incorporated herein by reference to Exhibit (b) of the Registrant’s Post-Effective Amendment No. 2 filing, as filed with the SEC on April 25, 2019.
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(c)
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Not applicable.
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(d)
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(i)
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Investment Advisory Agreement by and between Registrant and Syntax Advisors, LLC, is incorporated herein by reference to Exhibit (d)(i) of Pre-Effective Amendment 5, as filed with the SEC on August 22, 2018.
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(a)
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Schedule A to the Investment Advisory Agreement between the Registrant and Syntax Advisors, LLC, to be filed by amendment.
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(ii)
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Investment Sub-Advisory Agreement by and between Syntax Advisors, LLC and Vantage Consulting Group, is incorporated herein by reference to Exhibit (d)(ii) of Pre-Effective Amendment 5, as filed with the SEC on August 22, 2018.
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(a)
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Schedule A to the Investment Sub-Advisory Agreement between the Registrant and Vantage Consulting Group, to be filed by amendment.
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(iii)
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Investment Sub-Advisory Agreement by and between Syntax Advisors, LLC and Swan Global Investments, LLC to be filed by amendment.
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(iiii)
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Expense Limitation and Reimbursement Agreement by between the Registrant and the Syntax Advisors, LLC, is incorporated herein by reference to Exhibit (d)(iii) of Pre-Effective Amendment 5, as filed with the SEC on August 22, 2018.
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(a)
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Amendment dated July 15, 2019 to the Expense Limitation and Reimbursement Agreement by between the Registrant and the Syntax Advisors, LLC, to be filed by amendment.
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(b)
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Schedule A to the Expense Limitation and Reimbursement Agreement between the Registrant and the Syntax Advisors, LLC, to be filed by amendment.
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(e)
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ETF Distribution Agreement by and between Registrant and Foreside Fund Services, LLC, is incorporated herein by reference to Exhibit (e) of Pre-Effective Amendment 5, as filed with the SEC on August 22, 2018.
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(a)
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Schedule A to the ETF Distribution Agreement by and between Registrant and Foreside Fund Services, to be filed by amendment.
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(f)
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Not Applicable.
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(g)
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Master Custodian Agreement by and between Registrant and State Street Bank and Trust Company, is incorporated herein by reference to Exhibit (g) of Pre-Effective Amendment 5, as filed with the SEC on August 22, 2018.
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(a)
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Appendix A to the Master Custodian Agreement by and between Registrant and State Street Bank and Trust Company to be filed by amendment.
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(h)
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(i)
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Administration Agreement by and between Registrant and State Street Bank and Trust Company, is incorporated herein by reference to Exhibit (h)(i) of Pre-Effective Amendment 5, as filed with the SEC on August 22, 2018.
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(a)
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Schedule A to the Administration Agreement by and between Registrant and State Street Bank and Trust Company to be filed by amendment.
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(ii)
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Transfer Agency and Service Agreement by and between Registrant and State Street Bank and Trust Company, is incorporated herein by reference to Exhibit (h)(ii) of Pre-Effective Amendment 5, as filed with the SEC on August 22, 2018.
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(a)
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Schedule A to the Transfer Agency and Service Agreement by and between Registrant and State Street Bank and Trust Company, to be filed by amendment.
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(iii)
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Fund CCO and AMLO Agreement with Foreside Fund Officer Services, LLC, is incorporated herein by reference to Exhibit (h)(iii) of Pre-Effective Amendment 5, as filed with the SEC on August 22, 2018.
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(i)
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Not Applicable.
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(j)
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(i)
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Consent of Independent Registered Public Accounting Firm, to be filed by amendment.
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(k)
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Not Applicable.
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(l)
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Not Applicable.
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(m)
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Rule 12b-1 Plan, is incorporated herein by reference to Exhibit (m) of Pre-Effective Amendment 5, as filed with the SEC on August 22, 2018.
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(a)
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Schedule A to the Rule 12b-1 Plan, to be filed by amendment.
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(n)
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Not Applicable.
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(o)
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Reserved.
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(p)
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(i)
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Code of Ethics of the Registrant is incorporated herein by reference to Exhibit (p)(i) of Pre-Effective Amendment 5, as filed with the SEC on August 22, 2018.
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(ii)
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Code of Ethics of Syntax Advisors, LLC is incorporated herein by reference to Exhibit (p)(ii) of Pre-Effective Amendment 5, as filed with the SEC on August 22, 2018.
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(iii)
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Code of Ethics of Vantage Consulting Group is incorporated herein by reference to Exhibit (p)(iii) of Pre-Effective Amendment 5, as filed with the SEC on August 22, 2018.
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(iv)
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Code of Ethics of Swan Global Investments, LLC, to be filed by amendment.
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(v)
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Code of Ethics of Foreside Fund Services, LLC is incorporated herein by reference to Exhibit (p)(iv) of Pre-Effective Amendment 5, as filed with the SEC on August 22, 2018.
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(q)
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Power of Attorney dated February 15, 2019, is incorporated herein by reference to Exhibit (q) of the Registrant’s Post-Effective Amendment No. 2 filing, as filed with the SEC on April 25, 2019.
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Item 29.
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Persons Controlled by or under Common Control with Registrant.
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To the knowledge of the Registrant,
neither the Registrant nor any Series thereof is directly or indirectly controlled by or under common control with any other person.
The Registrant has no subsidiaries.
Additionally, see the “Control Persons
and Principal Holders of Securities” section of the Statement of Additional Information for a list of shareholders who own
more than 5% of the funds’ outstanding shares and such information is incorporated by reference to this Item.
Reference is made to Section 8 of the Registrant’s
Trust Instrument referenced in Item 28(a)(1) with respect to the indemnification of the Registrant’s trustees and officers,
which is set forth below:
Section 8.1 General Provisions.
Section 8.1.1
General Limitation of Liability. No personal liability for any debt or obligation of
the Trust shall attach to any Trustee of the Trust. Without limiting the foregoing, a Trustee shall not be responsible for or liable
in any event for any neglect or wrongdoing of any officer, agent, employee, investment advisor, subadvisor, principle underwriter
or custodian of the Trust, nor shall any Trustee be responsible or liable for the act or omission of any other Trustee. Every note,
bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on
behalf of the Trust or the Trustees or any Trustee in connection with Trust shall be conclusively deemed to have been executed
or done only in or with respect to their, his or her capacity as Trustees or Trustee and neither such Trustees or Trustee nor the
Shareholders shall be personally liable thereon.
Section 8.1.2 Notice
of Limited Liability. Every note, bond, contract, instrument, certificate or undertaking made
or issued by the Trustees or by any officers or officer shall recite that the same was executed or made by or on behalf of the
Trust by them as Trustees or Trustee or as officers or officer and not individually and that the obligations of such instrument
are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust
or belonging or attributable to a Series or Class thereof, and may contain such further recitals as they, he or she may deem appropriate,
but the omission thereof shall not operate to bind any Trustees or Trustee or officers or officer or Shareholders or Shareholder
individually.
Section 8.1.3
Liability Limited to Assets of the Trust. All persons extending credit to, contracting
with or having any claim against the Trust shall look only to the assets of the Trust or belonging to a Series or Class thereof,
as appropriate, for payment under such credit, contract or claim, and neither the Shareholders nor the Trustees nor any of the
Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor.
Section 8.2 Liability of Trustee. The exercise by the Trustees of their powers and discretion hereunder
shall be binding upon the Trust, the Shareholders and any other person dealing with the Trust. The liability of this Trustees,
however, shall be limited by this Section 8.2.
Section 8.2.1 Liability
for Own Actions. A Trustee shall be liable to the Trust or the Shareholders only for his or
her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office
of Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law.
Section 8.2.2
Liability for Actions of Others. The Trustees shall not be responsible or liable in
any event for any neglect or wrongdoing of any officer, agent, employee, consultant, advisor, administrative distributor, principal
underwriter, custodian, transfer agent, dividend disbursing agent, Shareholder servicing agent or accounting agent of the Trust,
nor shall any Trustee be responsible for any act or omission of any other Trustee.
Section 8.2.3
Advice of Experts and Reports of Others. The Trustees may take advice of counsel or
other experts with respect to the meaning and operation of this Declaration of Trust and their duties as Trustees hereunder, and
shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. In discharging
their duties, the Trustees, when acting in good faith, shall be entitled to rely upon the books of account of the Trust and upon
written reports made to the Trustees by any officers appointed by them, any independent public accountant and (with respect to
the subject matter of the contract involved) any officer, partner or responsible employee of any other party to any contract entered
into hereunder.
Section 8.2.4
Bond. Except as provided for in Section 8.5.4, the Trustees shall not be
required to give any bond as such, nor any surety if a bond is required.
Section 8.2.5
Declaration of Trust Governs Issues of Liability. The provisions of this Declaration
of Trust, to the extent that they restrict the duties and liabilities of the Trustees otherwise existing at law or in equity, are
agreed by the Shareholders and all other Persons bound by this Declaration of Trust to replace such other duties and liabilities
of the Trustees.
Section 8.3 Liability of Third Persons Dealing with Trustees. No person dealing with the Trustees
shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon the order of the Trustees.
Section 8.4 Liability of Shareholders. Without limiting the provisions of this Section 8.4
or the DSTA, the Shareholders shall be entitled to the same limitation of personal liability extended to stockholders of private
corporations organized for profit under the General Corporation Law of the State of Delaware.
Section 8.4.1
Limitation of Liability. No personal liability for any debt or obligation of the Trust
shall attach to any Shareholder or former Shareholder of the Trust, and neither the Trustees, nor any officer, employee or agent
of the Trust shall have any power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum
of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay by way of subscription
for any Shares or otherwise.
Section 8.4.2 Indemnification of Shareholders. In case any Shareholder or former Shareholder of the
Trust shall be held to be personally liable solely by reason of being or having been a Shareholder and not because of such Shareholder’s
acts or omissions or for some other reason, the Shareholder or former Shareholder (or, in the case of a natural person, his or
her heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate
or other general successor) shall be entitled out of the assets of the Trust to be held harmless from and indemnified against all
loss and expense arising from such liability; provided, however, there shall be no liability or obligation of the
Trust arising hereunder to reimburse any Shareholder for taxes paid by reason of such Shareholder’s ownership of any Shares
or for losses suffered by reason of any changes in value of any Trust assets. The Trust shall, upon request by the Shareholder
or former Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and
satisfy any judgment thereon.
Section 8.5 Indemnification.
Section 8.5.1
Indemnification of Covered Persons. Subject to the exceptions and limitations contained
in Section 8.5.2, every person who is or has been a Trustee, officer, employee or agent of the Trust, including persons
who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the
Trust has an interest as a shareholder, creditor or otherwise (each, a “Covered Person”), shall be indemnified
by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him
or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by
virtue of his or her being or having been such a director, trustee, officer, employee or agent and against amounts paid or incurred
by him or her in settlement thereof.
Section 8.5.2
Exceptions. No indemnification shall be provided hereunder to a Covered Person:
(a) for any liability to the Trust or its Shareholders arising out of a final adjudication by the court or other body before
which the proceeding was brought that the Covered Persons engaged in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office;
(b) with respect to any matter as to which the Covered Person shall have been finally adjudicated not to have acted in good
faith in the reasonable belief that his or her action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a)
or (b) of this Section 8.5.2) and resulting in a payment by a Covered Person, unless there has been either a
determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office or position by the court or other body approving the settlement or other
disposition, or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry),
that he or she did not engage in such conduct, such determination being made by: (i) a vote of a majority of the Disinterested
Trustees (as such term is defined in Section 8.5.2) acting on the matter (provided that a majority of Disinterested
Trustees then in office act on the matter); or (ii) a written opinion of independent legal counsel.
Section 8.5.3
Rights of Indemnification. The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, and shall be severable, shall not affect any other rights to which any Covered Person
may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person, and shall inure to the benefit
of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification
to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.
Section 8.5.4 Expenses of Indemnification. Expenses of preparation and presentation of a defense
to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 8.5 shall be advanced
by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount
if it is ultimately determined that he or she is not entitled to indemnification under this Section 8.5, provided that
either:
(a) Such undertaking is secured by a surety bond or some other appropriate security of the Trust shall be insured against losses
arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then
in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily
available facts (as opposed to the facts available upon a full trial), that there is a reason to believe that the recipient ultimately
will be found entitled to indemnification.
Section 8.5.5 Certain Defined Terms Relating to Indemnification. As used in this Section 8.5,
the following words shall have the meanings set forth below:
(a) “Claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions,
suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened;
(b) a “Disinterested Trustee” is one (i) who is not an Interested Person of the Trust (including anyone, as
such Disinterested Trustee, who has been exempted from being an Interested Person by any rule, regulation or order of the Commission),
and (ii) against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the
same or similar grounds is then or has been pending; and
(c) “Liability” and “expenses” shall include, without limitation, attorneys’ fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.
Section 8.6 Jurisdiction, Venue, and Waiver of Jury Trial. In accordance with Section 3804(e) of the DSTA, any suit, action
or proceeding brought by or in the right of any Shareholder or any person claiming any interest in any Shares seeking to enforce
any provision of, or based on any matter arising out of, or in connection with, this Declaration of Trust or the Trust, any Series
or Class or any Shares, including any claim of any nature against the Trust, any Series or Class, the Trustees or officers of the
Trust, shall be brought exclusively in the Court of Chancery of the State of Delaware to the extent there is subject matter jurisdiction
in such court for the claims asserted or, if not, then in the Superior Court of the State of Delaware, and all Shareholders and
other such Persons hereby irrevocably consent to the jurisdiction of such courts (and the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection they may make
now or hereafter have to the laying of the venue of any such suit, action or proceeding in such court or that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient forum and further, IN CONNECTION WITH ANY SUCH SUIT,
ACTION, OR PROCEEDING BROUGHT IN THE SUPERIOR COURT IN THE STATE OF DELAWARE, ALL SHAREHOLDERS AND ALL OTHER SUCH PERSONS HEREBY
IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. All Shareholders and other such persons
agree that service of summons, complaint or other process in connection with any proceedings may be made by registered or certified
mail or by overnight courier addressed to such person at the address shown on the books and records of the Trust for such person
or at the address of the person shown on the books and records of the Trust with respect to the Shares that such person claims
an interest in. Service of process in any such suit, action or proceeding against the Trust or any Trustee or officer of the Trust
may be made at the address of the Trust’s registered agent in the State of Delaware. Any service so made shall be effective
as if personally made in the State of Delaware.
|
Item 31.
|
Business and Other Connections of Investment Adviser
|
Syntax Advisors, LLC (the “Adviser”)
serves as the investment adviser for the Registrant with respect to each of its series. The principal business address
of the Adviser is One Liberty Plaza, 46th Floor, New York, NY 10006. With respect to the Adviser, the response to this
Item is incorporated by reference to the Adviser’s Uniform Application for Investment Adviser Registration (“Form ADV”)
on file with the Securities and Exchange Commission (“SEC”) and dated October 9, 2019.
Vantage Consulting Group (the “Sub-Adviser”)
serves as the investment sub-adviser for the Registrant with respect to each of its series. The principal business address
of the Sub-Adviser is 3500 Pacific Ave. Virginia Beach, VA 23451. With respect to the Sub-Adviser, the response to this
Item is incorporated by reference to the Sub-Adviser’s Uniform Application for Investment Adviser Registration (“Form
ADV”) on file with the Securities and Exchange Commission (“SEC”) and dated August 22, 2019.
Swan Global Investments, LLC (“Swan”
or the “Options Sub-Adviser”) serves only as the investment sub-advisor for the options strategy of the Syntax Stratified
U.S. Hedged Equities ETF. The principal place of business of the Options Sub-Adviser is 41 Shell Castle, Humacao, PR 00791. With
respect to the Options Sub-Adviser, the response to this Item is incorporated by reference to the Options Sub-Adviser’s Uniform
Application for Investment Adviser Registration (“Form ADV”) on file with the Securities and Exchange Commission (“SEC”)
and dated [ ].
The Adviser’s, Sub-Adviser’s
and Options Sub-Adviser’s respective Form ADVs may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov.
|
Item 32.
|
Principal Underwriters.
|
[To be updated by amendment.]
|
|
(a)
|
Foreside Fund Services, LLC (the “Distributor”) serves as principal underwriter for the following investment companies
registered under the Investment Company Act of 1940, as amended:
|
|
|
1.
|
ABS Long/Short Strategies Fund
|
|
|
4.
|
American Century ETF Trust
|
|
|
6.
|
Braddock Multi-Strategy Income Fund, Series of Investment Managers Series Trust
|
|
|
8.
|
Brinker Capital Destinations Trust
|
|
|
9.
|
Calvert Ultra-Short Duration Income NextShares, Series of Calvert Management Series
|
|
|
10.
|
Center Coast Brookfield MLP & Energy Infrastructure Fund
|
|
|
11.
|
CornerCap Group of Funds
|
|
|
12.
|
Davis Fundamental ETF Trust
|
|
|
13.
|
Direxion Shares ETF Trust
|
|
|
14.
|
Eaton Vance NextShares Trust
|
|
|
15.
|
Eaton Vance NextShares Trust II
|
|
|
17.
|
EntrepreneurShares Series Trust
|
|
|
18.
|
Evanston Alternative Opportunities Fund
|
|
|
19.
|
Exchange Listed Funds Trust (f/k/a Exchange Traded Concepts Trust II)
|
|
|
20.
|
FEG Absolute Access Fund I LLC
|
|
|
21.
|
Fiera Capital Series Trust
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|
|
26.
|
Friess Small Cap Growth Fund, Series of Managed Portfolio Series
|
|
|
27.
|
GraniteShares ETF Trust
|
|
|
28.
|
Guinness Atkinson Funds
|
|
|
29.
|
Infinity Core Alternative Fund
|
|
|
31.
|
Innovator ETFs Trust II (f/k/a Elkhorn ETF Trust)
|
|
|
32.
|
Ironwood Institutional Multi-Strategy Fund LLC
|
|
|
33.
|
Ironwood Multi-Strategy Fund LLC
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|
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34.
|
John Hancock Exchange-Traded Fund Trust
|
|
|
35.
|
Listed Funds Trust (f/k/a Active Weighting Funds ETF Trust)
|
|
|
36.
|
Manor Investment Funds
|
|
|
37.
|
Miller/Howard Funds Trust
|
|
|
38.
|
Miller/Howard High Income Equity Fund
|
|
|
39.
|
Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV
|
|
|
40.
|
Morningstar Funds Trust
|
|
|
41.
|
MProved Systematic Long-Short Fund, Series Portfolios Trust
|
|
|
42.
|
MProved Systematic Merger Arbitrage Fund, Series Portfolios Trust
|
|
|
43.
|
MProved Systematic Multi-Strategy Fund, Series Portfolios Trust
|
|
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44.
|
NYSE® Pickens Oil Response™ ETF, Series of ETF Series Solutions
|
|
|
46.
|
Pacific Global ETF Trust
|
|
|
47.
|
Palmer Square Opportunistic Income Fund
|
|
|
48.
|
Partners Group Private Income Opportunities, LLC
|
|
|
49.
|
PENN Capital Funds Trust
|
|
|
50.
|
Performance Trust Mutual Funds, Series of Trust for Professional Managers
|
|
|
51.
|
Plan Investment Fund, Inc.
|
|
|
52.
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PMC Funds, Series of Trust for Professional Managers
|
|
|
53.
|
Point Bridge GOP Stock Tracker ETF, Series of ETF Series Solutions
|
|
|
54.
|
Quaker Investment Trust
|
|
|
55.
|
Ranger Funds Investment Trust
|
|
|
56.
|
Renaissance Capital Greenwich Funds
|
|
|
57.
|
RMB Investors Trust (f/k/a Burnham Investors Trust)
|
|
|
58.
|
Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust
|
|
|
59.
|
Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust
|
|
|
63.
|
Sound Shore Fund, Inc.
|
|
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64.
|
Steben Alternative Investment Funds
|
|
|
67.
|
The 504 Fund (f/k/a The Pennant 504 Fund)
|
|
|
69.
|
The Community Development Fund
|
|
|
70.
|
The Relative Value Fund
|
|
|
72.
|
Third Avenue Variable Series Trust
|
|
|
74.
|
TIFF Investment Program
|
|
|
75.
|
Transamerica ETF Trust
|
|
|
76.
|
U.S. Global Investors Funds
|
|
|
77.
|
Variant Alternative Income Fund
|
|
|
78.
|
VictoryShares Developed Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
|
|
|
79.
|
VictoryShares Dividend Accelerator ETF, Series of Victory Portfolios II
|
|
|
80.
|
VictoryShares Emerging Market High Div Volatility Wtd ETF, Series of Victory Portfolios II
|
|
|
81.
|
VictoryShares Emerging Market Volatility Wtd ETF, Series of Victory Portfolios II
|
|
|
82.
|
VictoryShares International High Div Volatility Wtd ETF, Series of Victory Portfolios II
|
|
|
83.
|
VictoryShares International Volatility Wtd ETF, Series of Victory Portfolios II
|
|
|
84.
|
VictoryShares US 500 Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
|
|
|
85.
|
VictoryShares US 500 Volatility Wtd ETF, Series of Victory Portfolios II
|
|
|
86.
|
VictoryShares US Discovery Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
|
|
|
87.
|
VictoryShares US EQ Income Enhanced Volatility Wtd ETF, Series of Victory Portfolios II
|
|
|
88.
|
VictoryShares US Large Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II
|
|
|
89.
|
VictoryShares US Multi-Factor Minimum Volatility ETF, Series of Victory Portfolios II
|
|
|
90.
|
VictoryShares US Small Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II
|
|
|
91.
|
VictoryShares US Small Cap Volatility Wtd ETF, Series of Victory Portfolios II
|
|
|
92.
|
Vivaldi Opportunities Fund
|
|
|
93.
|
West Loop Realty Fund, Series of Investment Managers Series Trust (f/k/a Chilton Realty Income & Growth Fund)
|
|
|
94.
|
Wintergreen Fund, Inc.
|
(b) The following are
the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main business address
is Three Canal Plaza, Suite 100, Portland, Maine 04101.
[To be updated by amendment.]
|
Name
|
Address
|
Position
with Underwriter
|
Position with Registrant
|
|
Richard J. Berthy
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
President, Treasurer and Manager
|
None
|
|
Mark A. Fairbanks
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
Vice President
|
None
|
|
Jennifer K. DiValerio
|
899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312
|
Vice President
|
None
|
|
Nanette K. Chern
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
Vice President and Chief Compliance Officer
|
None
|
|
Jennifer E. Hoopes
|
Three Canal Plaza, Suite 100, Portland, ME 04101
|
Secretary
|
None
|
|
Item 33.
|
Location of Accounts and Records
|
The account books and other documents required
to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder will be
maintained at the offices of:
|
|
(a)
|
Syntax Advisors, LLC, One Liberty Plaza, 46th Floor, New York, NY 10006 (records as investment adviser);
|
|
|
(b)
|
Vantage Consulting Group, 3500 Pacific Ave. Virginia Beach, VA 23451;
|
|
|
(c)
|
Swan Global Investments, LLC, 41 Shell Castle, Humacao, PR 00791;
|
|
|
(d)
|
State Street Bank and Trust Company, One Lincoln Street,
Boston, MA 02111 (records as administrator, custodian and transfer agent); and
|
|
|
(e)
|
Foreside Fund Services, LLC, Three Canal Plaza, Suite 100, Portland, Maine 04101 (records as distributor).
|
|
Item 34.
|
Management Services
|
The Registrant has no management related
service contract which is not discussed in Part A or Part B of this form.
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 6 to Registration
Statement No. 333-215607 to be signed on its behalf by the undersigned, duly authorized, in the City of New York, State of New
York, on the 3rd day of January.
|
|
SYNTAX ETF TRUST
|
|
|
(Registrant)
|
|
|
|
|
|
|
By:
|
/s/ Rory B. Riggs
|
|
|
|
Rory B. Riggs
|
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
Pursuant to the requirements of the Securities
Act of 1933, this Post-Effective Amendment No. 6 to its Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Rory B. Riggs
|
|
Chief Executive Officer (Principal Executive Officer) and Trustee
|
|
January 3, 2020
|
|
Rory B. Riggs
|
|
|
|
|
|
|
|
|
|
|
/s/ Kathy Cuocolo
|
|
President (Principal Financial Officer) and Trustee
|
|
January 3, 2020
|
|
Kathy Cuocolo
|
|
|
|
|
|
|
|
|
|
/s/ Deborah Fuhr*
|
|
Trustee
|
|
January 3, 2020
|
|
Deborah Fuhr
|
|
|
|
|
|
|
|
|
|
|
|
/s/ George Hornig*
|
|
Trustee
|
|
January 3, 2020
|
|
George Hornig
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard Lyons*
|
|
Trustee
|
|
January 3, 2020
|
|
Richard Lyons
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Stewart Myers*
|
|
Trustee
|
|
January 3, 2020
|
|
Steward Myers
|
|
|
|
|
|
|
|
|
|
|
|
* by:
|
/s/ Kathy Cuocolo
|
|
|
|
|
|
|
Kathy Cuocolo
(Attorney-in-Fact and pursuant to Power of Attorney)
|
|
|
|
|
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