ck0001592900-20260521
497EA Series
Trust0001592900falseN-1Axbrli:pureiso4217:USD00015929002026-05-202026-05-200001592900ck0001592900:S000101669Member2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:C000271888Member2026-05-202026-05-200001592900ck0001592900:S000101669Memberoef:RiskLoseMoneyMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberoef:RiskNotInsuredDepositoryInstitutionMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:QuantitativeSecuritySelectionRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:CommodityInvestingRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:CurrencyStrategiesRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:CurrencyRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:DepositaryReceiptsRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:RisksOfInvestingInUnderlyingETFsMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:DerivativesRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:OptionsRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:FuturesContractsRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:LeverageRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:FixedIncomeRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:ForeignInvestmentRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:EmergingMarketsRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:HighYieldSecuritiesRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:SovereignDebtSecuritiesRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:InterestRateRisk1Member2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:RiskOfInvestingInTheU.S.Member2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:InvestmentRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:EquityInvestingRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:MomentumInvestingRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:ETFRisksMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:ETFRisksAuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:ETFRisksPremiumDiscountRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:ETFRisksCostOfTradingRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:ETFRisksTradingRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:RealEstateInvestmentsRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:REITsRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:SectorRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:SectorRiskInformationTechnologySoftwareSectorRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:SectorRiskSemiconductorSectorRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:ValueStyleInvestingRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:UnderlyingETFCounterpartyAndLeverageRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:CashAndCashEquivalentsRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:ManagementRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:NewFundRiskMember2026-05-202026-05-200001592900ck0001592900:S000101669Memberck0001592900:InKindContributionRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Member2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:C000271889Member2026-05-202026-05-200001592900ck0001592900:S000101670Memberoef:RiskLoseMoneyMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberoef:RiskNotInsuredDepositoryInstitutionMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:LargeCapitalizationCompaniesRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:ForeignInvestmentRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:EmergingMarketsRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:CurrencyRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:GeographicInvestmentRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:RiskOfInvestingInTheUSMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:GeographicInvestmentRiskRiskOfInvestingInChinaMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:SectorRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:SectorRiskFinancialsSectorRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:SectorRiskInformationTechnologySectorRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:SectorRiskConsumerDiscretionarySectorRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:SectorRiskIndustrialsSectorRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:SectorRiskHealthcareSectorRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:InvestmentRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:DepositaryReceiptsRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:EquityInvestingRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:ETFRisksMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:ETFRisksAuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:ETFRisksPremiumDiscountRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:ETFRisksCostOfTradingRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:ETFRisksTradingRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:REITsRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:ManagementRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:RisksOfInvestingInUnderlyingETFsMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:InKindContributionRiskMember2026-05-202026-05-200001592900ck0001592900:S000101670Memberck0001592900:NewFundRiskMember2026-05-202026-05-200001592900ck0001592900:S000101671Member2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:C000271890Member2026-05-202026-05-200001592900ck0001592900:S000101671Memberoef:RiskLoseMoneyMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberoef:RiskNotInsuredDepositoryInstitutionMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:LargeCapitalizationCompaniesRiskMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:RiskOfInvestingInTheU.S.Member2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:InvestmentRiskMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:EquityInvestingRiskMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:ETFRisksMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:ETFRisksAuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:ETFRisksPremiumDiscountRiskMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:ETFRisksCostOfTradingRiskMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:ETFRisksTradingRiskMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:REITsRiskMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:ManagementRiskMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:InKindContributionRiskMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:RisksOfInvestingInUnderlyingETFsMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:DepositaryReceiptsMember2026-05-202026-05-200001592900ck0001592900:S000101671Memberck0001592900:NewFundRiskMember2026-05-202026-05-20
Prospectus
May 21,
2026
|
|
|
|
|
| |
|
Cambria
Endowment Style 2 ETF |
Ticker
Symbol: ENDQ |
|
Cambria
Global EW 2 ETF |
Ticker
Symbol: GEQ |
|
Cambria
US Large Cap Equity ETF |
Ticker
Symbol: USLE |
|
each
of the above listed on The Nasdaq Stock Market
LLC |
These
securities have not been approved or disapproved by the Securities and Exchange
Commission nor has the Securities and Exchange Commission passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is a
criminal offense.
Table
of Contents
|
|
|
|
|
|
|
|
| |
|
CAMBRIA
ENDOWMENT STYLE 2 ETF |
|
|
|
CAMBRIA
GLOBAL EW 2 ETF |
|
|
|
CAMBRIA
US LARGE CAP EQUITY ETF |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAMBRIA
ENDOWMENT STYLE 2 ETF
Fund
Summary
INVESTMENT
OBJECTIVE
The
Cambria
Endowment Style 2 ETF (the “Fund”) seeks income and capital
appreciation.
FEES AND
EXPENSES
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may also pay brokerage commissions on the purchase and sale of Shares, which are
not reflected in the table or example.
|
|
|
|
|
| |
| Annual Fund
Operating Expenses (expenses that you pay each year as a percentage of the
value of your investment) |
|
Management
Fee |
0.00 |
% |
|
Distribution
and/or Service (12b-1) Fees |
None |
|
Other
Expenses1 |
0.00 |
% |
|
Acquired
Fund Fees and Expenses1 |
0.29 |
% |
|
Total
Annual Fund Operating Expenses |
0.29 |
% |
1
Other Expenses
and Acquired Fund Fees and Expenses (“AFFE”) are estimated for the current
fiscal year. AFFE are indirect fees and expenses that the Fund incurs from
investing in the shares of other investment
companies.
EXAMPLE
The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other funds. The example
assumes that you invest $10,000 for the time periods indicated and then hold or
sell all of your Shares at the end of those periods. The example also assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. You may also pay brokerage commissions on the purchase and sale of
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:
|
|
|
|
|
|
|
|
|
|
|
| |
| |
One
Year: |
Three
Years: |
|
| |
$30 |
$93 |
|
PORTFOLIO
TURNOVER
The
Fund may pay transaction costs, including commissions when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in annual fund
operating expenses or in the example, affect the Fund’s performance. As of the
date of this Prospectus, the Fund has not yet commenced operations and portfolio
turnover data therefore is not available.
PRINCIPAL INVESTMENT
STRATEGIES
The
Fund is actively managed and is designed to provide exposure to multiple major
asset classes (e.g., equities, fixed income, real assets and alternatives) in
U.S., foreign developed, and emerging markets (i.e., an “endowment style”
strategy). The Fund seeks opportunities for positive returns independent of the
direction of the overall market with an aggressive risk profile by investing
primarily in a portfolio of U.S.-listed exchange-traded funds, exchange-traded
products (collectively with exchange-traded funds, “Underlying ETFs”), or
individual equities. The Fund may at times employ leverage by investing in
exchange-traded futures contracts to gain additional exposure to certain markets
or assets. Futures contracts have an inherent leverage built into them since, by
posting a specified margin, an investor can achieve much larger notional
exposure.
The
Fund’s investments in Underlying ETFs may be selected for their ability to
represent an asset class, a particular sector (e.g., information technology
companies), or a subset of an asset class (e.g., small cap value companies), or
based on factors such as their risk adjusted return, alpha, strategy (e.g.,
growth or value), or other factors that help the Fund achieve broad exposure
across asset classes.
Under
normal market conditions, the Fund expects to have notional exposure of between
100% and 150% of its total assets in futures contracts on U.S. Treasury
instruments and in Underlying ETFs that provide exposure to various investment
asset classes (e.g., equities, fixed income, real estate, commodities, and
currencies) and factors (e.g., value, momentum, and trend investing). The Fund
invests in Underlying ETFs or individual equities to gain exposure to
undervalued markets and securities, according to various valuation metrics, such
as the price-to-earnings ratio, while seeking to avoid overvalued markets and
securities through the use of
systematic
quantitative screens. The Fund also invests in Underlying ETFs or individual
equities with momentum or trend following strategies. Momentum and trend
following strategies, both of which are based on quantitative and algorithmic
models, attempt to (1) invest in assets when their prices are in an uptrend
(i.e., prices are increasing over a specified time period) and/or increasing
relative to the prices of other assets, and (2) sell assets when their prices
are in a downtrend (i.e., prices are decreasing over a specified time period)
and/or decreasing relative to the prices of other assets.
Under
normal market conditions, the Fund’s investment sub-adviser, Cambria Investment
Management, L.P. (“Cambria” or the “Sub-Adviser”), expects to select Underlying
ETFs or individual equities that provide notional exposure of more than 50% of
its portfolio to equity securities with smaller exposures to fixed income
securities, real assets, and various hedge and trend strategies. Examples of
hedge and trend strategies include, but are not limited to, global macro
strategies, long-short strategies, managed futures strategies, and relative
strength strategies. The Fund’s particular exposures across asset classes and
strategies are expected to fluctuate in response to market conditions and
investment opportunities. In seeking exposure to certain strategies, the Fund
may have significant exposure to individual equities that occupy the largest
weights in leading market capitalization-based indices, which may result in
significant exposure to information technology companies, including
semiconductor and software companies.
The
Fund’s equity allocation is expected to include long positions in Underlying
ETFs that invest primarily in the equity securities of foreign companies. The
Fund defines foreign companies as those domiciled or listed and traded outside
of the U.S. The Fund defines equity exposure to include Underlying ETFs that
track the performance of stock indices, closed-end funds, real estate investment
trusts (“REITs”), exchange-traded currency trusts, common stock, preferred stock
and convertible securities of issuers of any market capitalization. The Fund
defines fixed income exposure to include Underlying ETFs that track the
performance of fixed income indices, exchange-traded notes, securities issued by
the U.S. Government and its agencies, sovereign debt and corporate bonds of any
credit quality, including high yield (or “junk”) bonds. The Fund defines real
asset exposure to include Underlying ETFs that track the performance of real
estate, commodity or currency indices. The Fund’s exposure to these asset
classes may focus on specific sectors (e.g., high yield bonds) or commodities
(e.g., gold) and may not include all sectors or commodities.
The
Fund may invest in instruments that are not Underlying ETFs, but which Cambria
believes will help the Fund achieve its investment objective, including futures,
options, swap contracts, cash and cash equivalents, and money market
funds.
The
Fund may sell a security when Cambria believes that the security is overvalued
or better investment opportunities are available, to invest in cash and cash
equivalents, or to meet redemptions.
PRINCIPAL
INVESTMENT RISKS
An
investment in the Fund involves risk, including those described below.
There
is no assurance that the Fund will achieve its investment objective.
An investor may lose money by investing in the
Fund. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the FDIC or any government
agency. More complete risk descriptions are set forth below
under the heading “Additional
Information About the Funds’ ‘Principal Investment Risks.”
Quantitative
Security Selection Risk.
Cambria may use quantitative techniques to generate certain of the Fund’s
investment allocations. The Fund may not perform as intended if Cambria relies
on erroneous or outdated data from one or more third parties. Errors in data
used in the quantitative model may occur from time to time and may not be
identified and/or corrected before having an adverse impact on the Fund and its
shareholders.
Commodity
Investing Risk.
The Fund may invest in commodity-related companies, commodity futures, and
physical commodities through the Underlying ETFs. Funds that include these
investments may subject the Fund to greater volatility than investments in
traditional asset classes. The commodities markets have experienced periods of
extreme volatility. Similar future market conditions may result in rapid and
substantial valuation increases or decreases in an Underlying ETF’s
holdings.
Currency
Strategies Risk.
Currency exchange rates may fluctuate significantly over short periods of time
and can be unpredictably affected by political developments or government
intervention. Changes in currency exchange rates may affect the U.S. dollar
value of the Fund’s Underlying ETF investments, including foreign securities,
forward contracts, money market instruments or other high quality debt
securities. To the extent that a foreign government moves to devalue a currency
to which the Fund has exposure, such action could cause the Fund to lose
money.
Currency
Risk. Currency exchange rates may fluctuate significantly over short
periods of time and can be unpredictably affected by political developments or
government intervention. Changes in currency exchange rates may directly affect
the U.S. dollar value of the Fund or Underlying ETF when it has exposure to
global regions and foreign securities.
Depositary
Receipts Risk.
The risks of direct investment in depositary receipts or indirect investments
through Underlying ETFs that have exposure to depositary receipts are generally
subject to the same risks as the foreign securities that they evidence or into
which they may be converted. In addition, depositary receipts may not track the
price of or may be less liquid than their underlying foreign
securities, and the value of depositary receipts may change materially
at times when the U.S. markets are not open for trading. Foreign securities may
be more volatile than U.S. equity securities and are subject to special risks,
including differences in information available about issuers of securities and
investor protection standards applicable in other jurisdictions; capital
controls risks; currency risks; political, diplomatic and economic risks;
regulatory risks; and foreign market and trading risks, including the costs of
trading and risks of settlement in foreign jurisdictions.
Risks
of Investing in Underlying ETFs.
Underlying ETFs typically reflect the risks of the types of instruments in which
the Underlying ETF invests. In addition, with such investments, the Fund bears
its proportionate share of the fees and expenses of the Underlying ETF. As a
result, the Fund’s operating expenses may be higher and performance may be lower
than funds that invest directly in underlying the securities. Through its
investments in Underlying ETFs, the Fund may be indirectly exposed to
derivatives and leverage; allowing them to obtain the right to a return on
stipulated capital that exceeds the amount paid or invested. Use of leverage is
speculative and could magnify losses.
Derivatives
Risk.
A derivative is any financial instrument whose value is based on, and determined
by, another asset, rate or index (i.e., stock options, futures contracts, caps,
floors, etc.). When the Fund obtains exposure to derivatives it will be exposed
to the risks of those derivatives. The use of derivatives for non-hedging
purposes may be considered to carry more risk than other types of investments.
Unfavorable changes in the value of the underlying asset, rate or index may
cause sudden losses. Changes in the value of a derivative may not correlate
perfectly with the underlying asset, rate or index, and the Fund could lose more
than the principal amount invested. Derivative instruments are subject to a
number of risks including counterparty, liquidity, interest rate, market, credit
and management risks, as well as the risk of improper
valuation.
Options
Risk.
Options are subject to correlation risk because there may be an imperfect
correlation between the prices of options and movements in the price of the
underlying securities. Options may expire unexercised, causing the Fund to lose
the premium paid for them. The success of the Fund’s investment in options
depends upon many factors, such as the price of the options which is a function
of various factors that may change rapidly over time. If a counterparty
defaults, the Fund’s only recourse will be to pursue contractual remedies
against the counterparty, and the Fund may be unsuccessful in its pursuit. The
Fund thus assumes the risk that it may be delayed in or prevented from obtaining
payments owed to it pursuant to an over-the-counter options
transaction.
Futures
Contracts Risk.
Risks associated with the use of futures contracts include the following: (i) an
imperfect correlation between movements in prices of index futures contracts and
movements in the value of the stock index that the instrument is designed to
simulate; and (ii) the possibility of an illiquid secondary market for a futures
contract and the resulting inability to close a position prior to its maturity
date. Investments in futures may expose the Fund to
leverage.
Leverage
Risk.
Leverage risk refers to the potential for increased volatility and losses in a
portfolio due to the use of derivatives or other financial instruments that may
magnify gains and losses beyond the initial investment. The Fund will utilize
derivatives, such as futures, options or swaps, to gain exposure to certain
assets or markets with a smaller initial investment. While leveraging
derivatives can amplify gains, it can also magnify losses significantly.
Leverage could possibly create increased volatility for the
Fund.
Fixed
Income Risk.
The Fund will invest indirectly in fixed income securities through Underlying
ETFs that have exposure to fixed income securities. A decline in an issuer’s
credit rating and/or financial condition may cause such issuer’s fixed income
securities to decrease in value while experiencing increased volatility and
investment risk. During periods of falling interest rates, an issuer of a
callable bond held by an Underlying ETF may “call” (or repay) the security
before its stated maturity, and the Underlying ETF may have to reinvest the
proceeds at lower interest rates, resulting in a decline in the Underlying ETF’s
and the Fund’s income. The market value of a fixed income security generally
changes in response to changes in interest rates and may change quickly and
without warning in response to issuer defaults and changes in issuer credit
ratings.
Foreign
Investment Risk.
The Fund may invest in foreign securities indirectly through its investments in
Underlying ETFs. Returns on indirect investments in foreign securities could be
more volatile than, or trail the returns on, investments in U.S. securities.
Exposures to foreign securities entail special risks, including risks due to:
(i) differences in information available about foreign issuers; (ii) differences
in investor protection standards in other jurisdictions; (iii) capital controls
risks, including the risk of a foreign jurisdiction imposing restrictions on the
ability to repatriate or transfer currency or other assets; (iv) political,
diplomatic and economic risks; (v) regulatory risks; and (vi) foreign market and
trading risks, including the costs of trading and risks of settlement in foreign
jurisdictions. In addition, an Underlying ETF’s investments in securities
denominated in other currencies could decline due to changes in local currency
relative to the value of the U.S. dollar, which may affect the Underlying ETF’s
and the Fund’s returns.
Emerging
Markets Risk.
Emerging market investments are subject to the same risks as foreign investments
and to additional risks due to greater political and economic uncertainties as
well as a relative lack of information about issuers in such markets. For
example, emerging markets may be subject to, among other risks, greater market
volatility; lower trading volume and liquidity; greater social, political and
economic uncertainty; governmental controls on foreign investments and
limitations on repatriation of invested capital;
lower
disclosure, corporate governance, auditing and financial reporting standards;
fewer protections of property rights; fewer investor rights and limited legal,
contractual or practical remedies available to investors against emerging market
companies; restrictions on the transfer of securities or currency; and
settlement and trading practices that differ from U.S. markets and markets of
more developed countries.
High
Yield Securities Risk.
The Fund may invest in high yield securities indirectly through Underlying ETFs.
High yield securities and unrated securities of comparable credit quality are
subject to the increased risk of an issuer’s inability to meet principal and
interest payment obligations. High yield securities are subject to a greater
risk of default and investments in them are inherently speculative. The
secondary markets in which high yield securities are traded may be less liquid
and more volatile than the market for higher grade
securities.
Sovereign
Debt Securities Risk.
The Fund may invest directly in sovereign debt securities or indirectly through
Underlying ETFs. Investments in sovereign debt obligations involve special risks
not present in corporate debt obligations. The issuer of the sovereign debt or
the authorities that control the repayment of the debt may be unable or
unwilling to repay principal or interest when due, and the Fund may have limited
recourse in the event of a default. During periods of economic uncertainty, the
market prices of sovereign debt, and the Fund’s NAV, may be more volatile than
prices of U.S. debt obligations. In the past, certain non-U.S. markets have
encountered difficulties in servicing their debt obligations, withheld payments
of principal and interest and declared moratoria on the payment of principal and
interest on their sovereign debts. These risks increase for lower-rated and high
yield debt securities, as discussed in this
Prospectus.
Interest
Rate Risk.
Changes in interest rates can result in losses for fixed-income and other
securities. Specifically, for Underlying ETFs that hold fixed income securities,
when interest rates rise, the market values of the fixed-income instruments
normally decrease. Typically, the longer the maturity or duration of a
fixed-income security, the greater the security’s sensitivity to changes in
interest rates. Changes in monetary policy, government policy, government
spending and inflation may affect the level of interest
rates.
Risk
of Investing in the U.S.
Certain changes in the U.S. economy, such as when the U.S. economy weakens or
when its financial markets decline, may have an adverse effect on the securities
to which the Fund has exposure.
Investment
Risk. When you sell your Shares, they could be worth less than what you
paid for them. Therefore, you may lose money by investing in the Fund. The Fund
could lose money due to short-term market movements and over longer periods
during market downturns. Securities may decline in value due to factors
affecting securities markets generally or particular asset classes or industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security, such as geopolitical events and environmental
disasters. The value of a security may also decline due to factors that affect a
particular industry or group of industries. During a general downturn in the
securities markets, multiple asset classes may be negatively affected.
Therefore, you may lose money by investing in the Fund.
Equity
Investing Risk.
An investment in the Fund involves risks similar to those of investing in any
fund holding equity securities, such as market fluctuations, changes in interest
rates and perceived trends in stock prices. The values of equity securities held
directly or indirectly by Underlying ETFs could decline generally or could
underperform other investments. In addition, securities may decline in value due
to factors affecting a specific issuer, market or securities markets
generally.
Momentum
Investing Risk.
The Fund may pursue or invest in Underlying ETFs that may pursue momentum and
trend following strategies that seek to identify securities that have had higher
recent price performance compared to other securities. These securities may be
more volatile than a broad cross-section of securities. High momentum may also
be a sign that the securities’ prices have peaked. Momentum can turn quickly and
cause significant variation from other types of investments. The Fund may
experience significant losses if momentum stops, turns or otherwise behaves
differently than predicted.
ETF
Risks.
•Authorized
Participants, Market Makers and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act as
Authorized Participants (“APs”). In addition, there may be a limited number of
market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, Shares may trade at a material discount to
NAV and possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their
functions.
•Premium-Discount
Risk.
The
Shares may trade above or below their net asset value (“NAV”). The market prices
of Shares will generally fluctuate in accordance with changes in NAV as well as
the relative supply of, and demand for, Shares on The Nasdaq Stock Market LLC
(the “Exchange”) or other securities exchanges. The trading price of Shares may
deviate
significantly from NAV during periods of market volatility or limited
trading activity in Shares. In addition, you may incur the cost of the “spread,”
that is, any difference between the bid price and the ask price of the
Shares.
•Cost
of Trading Risk.
Investors
buying or selling Shares in the secondary market will pay brokerage commissions
or other charges imposed by brokers as determined by that broker. Brokerage
commissions are often a fixed amount and may be a significant proportional cost
for investors seeking to buy or sell relatively small amounts of
Shares.
•Trading
Risk.
Although
the Shares are listed on the Exchange, there can be no assurance that an active
or liquid trading market for them will develop or be maintained. In addition,
trading in Shares on the Exchange may be halted. In stressed market conditions,
the liquidity of Shares may begin to mirror the liquidity of its underlying
portfolio holdings, which can be less liquid than Shares, potentially causing
the market price of Shares to deviate from its NAV. The spread varies over time
for Shares of the Fund based on the Fund’s trading volume and market liquidity
and is generally lower if the Fund has high trading volume and market liquidity,
and higher if the Fund has little trading volume and market liquidity (which is
often the case for funds that are newly launched or small in
size).
Real
Estate Investments Risk.
The Fund may purchase real estate investments directly or through Underlying
ETFs. The Fund is subject to the risks related to investments in real estate,
including declines in the real estate market, decreases in property revenues,
increases in interest rates, increases in property taxes and operating expenses,
legal and regulatory changes, a lack of credit or capital, defaults by borrowers
or tenants, environmental problems and natural
disasters.
REITs
Risk.
The Fund may purchase REITs directly or through Underlying ETFs. In addition to
the risks associated with the real estate industry, REITs are subject to
additional risks, including those related to adverse governmental actions and
the potential failure to qualify for tax-free pass through of income and
exemption from registration as an investment company. REITs are dependent upon
specialized management skills and may invest in relatively few properties, a
small geographic area or a small number of property types. As a result,
investments in REITs may be volatile. REITs are pooled investment vehicles with
their own fees and expenses and an Underlying ETF, as well as the Fund, will
indirectly bear a proportionate share of those fees and
expenses.
Sector
Risk.
The Fund may invest a larger portion of its assets in one or more sectors than
many other funds, and thus will be more susceptible to negative events affecting
those sectors. While the Fund’s sector exposure is expected to vary over time,
the Fund anticipates that it may be subject to the risks associated with the
information technology, software, and semiconductor
sectors.
•Information
Technology/Software
Sector Risk.
The Fund is expected to have exposure to companies operating in the information
technology and software sectors, and therefore, the Fund’s performance could be
negatively impacted by events affecting these sectors. Technology and software
companies may have limited product lines, financial resources and/or personnel.
Information Technology and software companies typically face intense
competition, aggressive pricing and potentially rapid product obsolescence. They
are also heavily dependent on intellectual property rights and may be adversely
affected by the loss or impairment of those rights. These companies also face
increased government regulation, including new regulations and scrutiny related
to data privacy, and may be subject to adverse government or regulatory actions,
which may be costly.
•Semiconductor
Sector Risk.
The semiconductor sector is highly cyclical and periodically experiences
significant economic downturns characterized by diminished product demand,
resulting in production overcapacity and excess inventory, which can result in
rapid erosion of product selling prices. The sector has experienced significant
downturns, often in connection with, or in anticipation of, maturing product
cycles of both semiconductor companies’ and their customers’ products and the
decline in general economic
conditions.
Value
Style Investing Risk.
Value investments are subject to the risk that their intrinsic value may never
be realized by the market. Value investments tend to underperform in growth
markets.
Underlying
ETF Counterparty and Leverage Risk. Through
its investments in Underlying ETFs, the Fund may be indirectly exposed to
additional risks. For example, if an Underlying ETF contracts with a
counterparty, the Fund indirectly bears the risk that the counterparty fails to
honor its obligations, causing the Underlying ETF, and therefore the Fund, to
lose money and decline in value. Derivatives used by Underlying ETFs may include
leverage, allowing them to obtain the right to a return on stipulated capital
that exceeds the amount paid or invested. Use of leverage is speculative and
could magnify losses. Although certain Underlying ETFs may comply with their
obligations related to certain derivatives in accordance with Rule 18f-4 under
the Investment Company Act of 1940 (the “1940 Act”), as applicable, the Fund’s
value-at-risk limitations (if applicable) may not prevent losses greater than
the value of those obligations. Other Underlying ETFs may not employ any risk
management procedures at all, leading to even greater losses. Due to the Fund’s
investments in Underlying ETFs, the value of the Fund’s Shares may be
volatile.
Cash
and Cash Equivalents Risk.
At any time, the Fund may have significant investments in cash or cash
equivalents. When a substantial portion of a portfolio is held in cash or cash
equivalents, there is the risk that the value of the cash account, including
interest, will not keep pace with inflation, thus reducing purchasing power over
time.
Management
Risk.
The Fund is actively managed and may not meet its investment objective based on
the Adviser’s, Sub-Adviser’s, or portfolio managers’ success or failure to
implement investment strategies for the Fund. The success of the Fund’s
investment program depends largely on the investment techniques and risk
analyses applied by the Adviser, Sub-Adviser, and the portfolio managers and the
skill of the Adviser, Sub-Adviser, and/or portfolio managers in evaluating,
selecting, and monitoring the Fund’s assets. The Fund could experience losses
(realized and unrealized) if the judgment of the Adviser, Sub-Adviser, or
portfolio managers about markets or sectors or the attractiveness of particular
investments made for the Fund’s portfolio prove to be incorrect. It is possible
the investment techniques and risk analyses employed on behalf of the Fund will
not produce the desired results. Absent unusual circumstances (e.g., the Adviser determines a different security has higher liquidity but
offers a similar investment profile as a recommended security), the Adviser will
generally follow the Sub-Adviser’s investment recommendations to buy, hold, and
sell securities and financial instruments.
New
Fund Risk. The Fund is a recently organized investment company with no operating
history. As a result, prospective investors have no track record or history on
which to base their investment decision. There can be no assurance that the Fund
will grow to or maintain an economically viable size.
In-Kind
Contribution Risk.
At its launch, the Fund expects to acquire a material amount of assets through
one or more in-kind contributions that are intended to qualify as tax-deferred
transactions governed by Section 351 of the Internal Revenue Code of 1986, as
amended. If one or more of the in-kind contributions were to fail to qualify for
tax-deferred treatment, then the Fund would not take a carryover tax basis in
the applicable contributed assets and would not benefit from a tacked holding
period in those assets. This could cause the Fund to incorrectly calculate and
report to shareholders the amount of gain or loss recognized and/or the
character of gain or loss (e.g., as long-term or short-term) on the subsequent disposition of such
assets. In addition, the failure of a contribution to satisfy the requirements
of Section 351 could cause the contribution to be treated as a taxable event for
the contributing shareholder at the time of contribution. If such failure is not
discovered until a later time, this could also cause the contributing
shareholder to incorrectly calculate and report gain or loss on the
shareholder’s disposition of Fund shares.
PERFORMANCE
Performance information is not provided
below because the Fund has not yet been in operation for one full calendar
year. When provided, the information will provide some
indication of the risks of investing in the Fund by showing how the Fund’s
average annual returns compare with a broad measure of market performance.
Past performance does not
necessarily indicate how the Fund will perform in the future.
Updated performance information will be available at https://cambriafunds.com.
INVESTMENT
ADVISER & INVESTMENT SUB-ADVISER
|
|
|
|
|
| |
| Investment
Adviser: |
Empowered
Funds, LLC dba EA Advisers (the “Adviser”) |
| Investment
Sub-Adviser: |
Cambria
Investment Management, LP |
PORTFOLIO
MANAGERS
Mebane
Faber, Chief Investment Officer of the Sub-Adviser, and Jonathan Keetz, Chief
Operating Officer of the Sub-Adviser are the portfolio managers and the
individuals primarily responsible for the day-to-day management of the
Fund.
PURCHASE
AND
SALE
OF SHARES
Individual
Shares are listed on a national securities exchange and may only be purchased
and sold in the secondary market through a broker-dealer at a market price.
Because Shares trade at market prices rather than NAV, Shares may trade at a
price greater than NAV (at a “premium”) or less than NAV (at a “discount”). An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (bid) and the lowest price a
seller is willing to accept for Shares (ask) when buying and selling Shares in
the secondary market (the “bid/ask spread”).
TAX
INFORMATION
The
Fund’s distributions generally are taxable to you as ordinary income, capital
gain, or some combination of both, unless your investment is made through an
Individual Retirement Account (“IRA”) or other tax-advantaged account. However,
subsequent withdrawals from such a tax-advantaged account may be subject to U.S.
federal income tax. You should consult your own tax advisor about your specific
tax situation.
PURCHASES
THROUGH BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If
you purchase Shares through a broker-dealer or other financial intermediary, the
Fund and its related companies may pay the intermediary for the sale of Shares
and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to
recommend Shares over another investment. Ask your salesperson or visit your
financial intermediary’s website for more information.
CAMBRIA
GLOBAL EW 2 ETF
Fund
Summary
INVESTMENT
OBJECTIVE
The
Cambria
Global EW 2 ETF (the “Fund”) seeks to achieve capital
appreciation.
FEES AND
EXPENSES
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may also pay brokerage commissions on the purchase and sale of Shares, which are
not reflected in the table or example.
|
|
|
|
|
| |
| Annual Fund
Operating Expenses (expenses that you pay each year as a percentage of the
value of your investment) |
|
Management
Fee |
0.25 |
% |
|
Distribution
and/or Service (12b-1) Fees |
None |
|
Other
Expenses1 |
0.00 |
% |
|
Acquired
Fund Fees and Expenses1 |
0.02 |
% |
|
Total
Annual Fund Operating Expenses |
0.27 |
% |
1
Other Expenses
and Acquired Fund Fees and Expenses (“AFFE”) are estimated for the current
fiscal year. AFFE are indirect fees and expenses that the Fund incurs from
investing in the shares of other investment
companies.
EXAMPLE
The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other funds. The example
assumes that you invest $10,000 for the time periods indicated and then hold or
sell all of your Shares at the end of those periods. The example also assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. You may also pay brokerage commissions on the purchase and sale of
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:
|
|
|
|
|
|
|
|
|
|
|
| |
| |
One
Year: |
Three
Years: |
|
| |
$28 |
$87 |
|
PORTFOLIO
TURNOVER
The
Fund may pay transaction costs, including commissions when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in annual fund
operating expenses or in the example, affect the Fund’s performance. As of the
date of this Prospectus, the Fund has not yet commenced operations and portfolio
turnover data therefore is not available.
PRINCIPAL INVESTMENT
STRATEGIES
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by investing directly or through other ETFs (each, an
“Underlying ETF”) in publicly-traded stocks of companies located around the
world. The Fund will predominantly invest in securities of large capitalization
companies (i.e., generally those that have a market capitalization of $8 billion
or greater), but may also include securities of mid- or small-capitalization
companies. The Fund invests without limit in foreign securities and any country,
including countries with developing or emerging markets.
For
the Fund’s investments in individual equity securities, the Fund’s investment
sub-adviser, Cambria Investment Management, L.P. (the “Sub-Adviser”), selects
from publicly-traded companies from around the world, considering market
capitalization, liquidity, and other tradability factors (e.g., impediments to
accessing the markets on which a security trades). The Fund is expected to
allocate a majority of the weight from individual equity securities to companies
whose market capitalization is generally among the 500 largest publicly-traded
companies from around the world.
The
Fund may invest in common stocks, preferred stocks, depositary receipts (which
may be sponsored or unsponsored), real estate investment trusts (“REITs”), and
other ETFs. A sponsored depositary receipt is issued by a depositary that has an
exclusive relationship with the issuer of the underlying security. An
unsponsored depositary receipt may be issued by any number of depositaries
without the participation of the underlying issuer. For Chinese companies, the
Fund may invest in China H-Shares listed on the Hong Kong Stock Exchange, and
the Fund does not anticipate investing in China A-Shares, which are securities
issued by
companies
incorporated in mainland China and traded on a Chinese exchange. The Sub-Adviser
may also invest in an equivalent security, such as a global depositary receipt,
if available.
Additionally,
the Sub-Adviser may use Underlying ETFs as an efficient way to gain exposure to
certain countries or regions and which have comparable characteristics, such as
market capitalization, of the desired exposure. Under normal market conditions,
the Fund will invest in at least three (though typically significant more)
different countries, including the United States. The Fund’s investments in
Underlying ETFs may be selected for their ability to represent a country or
region, a particular sector (e.g., information technology companies), or based
on factors such as their strategy (e.g., growth or value) or other factors that
help the Fund achieve broad global equity
exposure.
The Fund’s portfolio is rebalanced at least annually but may be
rebalanced more frequently in the Sub-Adviser’s sole
discretion.
PRINCIPAL
INVESTMENT RISKS
An
investment in the Fund involves risk, including those described below.
There
is no assurance that the Fund will achieve its investment objective.
An investor may lose money by investing in the
Fund. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the FDIC or any government
agency. More complete risk descriptions are set forth below
under the heading “Additional
Information About the Funds’ Principal Investment Risks.”
Large-Capitalization
Companies Risk. Large-capitalization companies may trail the returns of the overall
stock market. Large-capitalization stocks tend to go through cycles of doing
better - or worse - than the stock market in general. These periods have, in the
past, lasted for as long as several
years.
Foreign
Investment Risk.
Returns on investments in foreign securities could be more volatile than, or
trail the returns on U.S. securities. Investments in or exposures to foreign
securities, such as through an Underlying ETF, are subject to special risks,
including risks associated with foreign securities generally, including
differences in information available about issuers of securities and investor
protection standards applicable in other jurisdictions; capital controls risks,
including the risk of a foreign jurisdiction imposing restrictions on the
ability to repatriate or transfer currency or other assets; currency risks;
political, diplomatic and economic risks; regulatory risks; and foreign market
and trading risks, including the costs of trading and risks of settlement in
foreign jurisdictions. In addition, investments in or exposure to, such as
through an Underlying ETF, foreign securities denominated in other currencies
could decline due to changes in local currency relative to the value of the U.S.
dollar, which may affect the Underlying ETF’s and the Fund’s
returns.
Emerging
Markets Risk.
Investments in or exposures to, such as through an Underlying ETF, emerging
markets securities are subject to the same risks as foreign investments and to
additional risks due to greater political and economic uncertainties as well as
a relative lack of information about issuers in such markets. For example,
emerging markets may be subject to, among other risks, greater market
volatility; lower trading volume and liquidity; greater social, political and
economic uncertainty; governmental controls on foreign investments and
limitations on repatriation of invested capital; lower disclosure, corporate
governance, auditing and financial reporting standards; fewer protections of
property rights; fewer investor rights and limited legal, contractual or
practical remedies available to investors against emerging market companies;
restrictions on the transfer of securities or currency; and settlement and
trading practices that differ from U.S. markets and markets of more developed
countries.
Currency
Risk. Currency exchange rates may fluctuate significantly over short
periods of time and can be unpredictably affected by political developments or
government intervention. Changes in currency exchange rates may directly affect
the U.S. dollar value of the Fund or Underlying ETF when it has exposure to
global regions and foreign securities.
Geographic
Investment Risk.
From time to time the Fund or an Underlying ETF may invest a substantial amount
of its assets in issuers located in a single country or a limited number of
countries. If the Fund or an Underlying ETF focuses its investments in this
manner, risks relating to economic, political and social conditions in those
countries will have a significant impact on its investment performance. The
Fund’s or an Underlying ETF’s investment performance may be more volatile if it
focuses its investments in certain countries, especially emerging
markets.
•Risk
of Investing in the U.S.
Certain changes in the U.S. economy, such as when the U.S. economy weakens or
when its financial markets decline, may have an adverse effect on the securities
to which the Fund has exposure.
•Risk
of Investing in China.
Investing in securities of Chinese issuers involves certain risks and
considerations not typically associated with investing in securities of U.S.
issuers, including, among others, more frequent trading suspensions and
government interventions (including by nationalization of assets), currency
exchange rate fluctuations or blockages, limits on the use of brokers and on
foreign ownership, different financial reporting standards, higher dependence on
exports and international trade, potential for increased trade tariffs,
sanctions, embargoes and other trade limitations, custody risks, risks
associated with investments in variable interest entities, and potential adverse
tax consequences. U.S. sanctions or other
investment
restrictions could preclude the Fund from investing in certain Chinese issuers
or cause the Fund to sell investments at a disadvantageous time. Significant
portions of the Chinese securities markets may become rapidly illiquid, as
Chinese issuers have the ability to suspend the trading of their equity
securities, and have shown a willingness to exercise that option in response to
market volatility and other
events.
Sector
Risk.
Companies with similar characteristics may be grouped together into broad
categories called sectors. A certain sector may underperform other sectors or
the market as a whole. If the Sub-Adviser allocates more of the Fund’s portfolio
holdings to a particular sector or an Underlying ETF that focuses on a
particular sector, the Fund’s performance will be more susceptible to any
economic, business or other developments which generally affect that sector.
Some of the sectors in which the Fund is likely to have significant exposure are
the following:
•Financials
Sector Risk.
The Fund is expected to have significant exposure to companies in the financials
sector, and therefore, the Fund’s performance could be negatively impacted by
events affecting this sector. Performance of companies in the financials sector
may be adversely impacted by many factors, including, among others, changes in
government regulations, economic conditions, interest rates, credit rating
downgrades, and decreased liquidity in credit markets. The extent to which the
Fund may invest in a company that engages in securities-related activities or
banking is limited by applicable law. The impact of changes in capital
requirements and recent or future regulation of any individual financial
company, or of the financials sector as a whole, cannot be predicted. In recent
years, cyberattacks and technology malfunctions and failures have become
increasingly frequent in this sector and have caused significant losses to
companies in this sector, which may negatively impact the Fund. Recent and
potential future bank failures could result in disruption to the broader banking
industry or markets generally and reduce confidence in financial institutions
and the economy as a whole, which may also heighten market volatility and reduce
liquidity. These events also adversely affect the prices and liquidity of the
Fund’s portfolio securities or other instruments and could result in disruptions
in the trading markets.
•Information
Technology Sector Risk.
The Fund is expected to have significant exposure to companies in the
information technology sector, and therefore, the Fund’s performance could be
negatively impacted by events affecting this sector. Technology companies,
including information technology companies, may have limited product lines,
financial resources and/or personnel. Technology companies typically face
intense competition and potentially rapid product obsolescence. They are also
heavily dependent on intellectual property rights and may be adversely affected
by the loss or impairment of those rights.
•Consumer
Discretionary Sector Risk.
The Fund is expected to have significant exposure to companies in the consumer
discretionary sector, and therefore, the Fund’s performance could be negatively
impacted by events affecting this sector. The consumer discretionary sector
includes, for example, automobile, textile and retail companies. This sector can
be significantly affected by, among other things, changes in domestic and
international economies, exchange and interest rates, economic growth, worldwide
demand, supply chain constraints and social trends. Success of companies in the
consumer discretionary sector also depends heavily on disposable household
income and consumer spending, which can be negatively impacted by inflationary
pressures on consumers.
•Industrials
Sector Risk.
The Fund is expected to have significant exposure to companies in the industrial
sector, and therefore, the Fund’s performance could be negatively impacted by
events affecting this sector. Industrial companies are affected by supply and
demand both for their specific product or service and for industrial sector
products in general. Government regulation, world events, exchange rates and
economic conditions, technological developments and liabilities for
environmental damage and general civil liabilities will likewise affect the
performance of these companies. Transportation securities, a component of the
industrial sector, are cyclical and have occasional sharp price movements which
may result from changes in the economy, fuel prices, labor agreements and
insurance costs.
•Healthcare
Sector Risk.
The Fund is expected to have significant exposure to companies in the healthcare
sector, and therefore, the Fund’s performance could be negatively impacted by
events affecting this sector. The healthcare sector includes companies relating
to medical and healthcare goods and services, such as companies engaged in
manufacturing medical equipment, supplies and pharmaceuticals, as well as
operating healthcare facilities and the provision of managed healthcare.
Companies in this sector may be affected by government regulations, including
new regulations and scrutiny related to data privacy, and government healthcare
programs, increases or decreases in the cost of medical products and services
and product liability claims, among other factors. Many healthcare companies are
heavily dependent on patent protection, and the expiration of a company’s patent
may adversely affect that company’s profitability. Healthcare companies are
subject to competitive forces that may result in price discounting, and may be
thinly capitalized and susceptible to product obsolescence. Companies in the
healthcare sector may be subject to adverse government or regulatory actions,
which may be costly.
The
Fund’s sector exposure may change over time.
Investment
Risk. When you sell your Shares, they could be worth less than what you
paid for them. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value due
to factors affecting securities markets generally or particular asset classes or
industries represented in the markets. The value of a security may decline due
to general market conditions, economic trends or events that are not
specifically related to the issuer of the security. Geopolitical and other
risks, including war, terrorism, trade disputes, political or economic
dysfunction within some nations, public health crises, and environmental
disasters such as earthquakes, fire, and floods, may add to instability in world
economies and volatility in markets generally. Changes in trade policies and
international trade agreements could affect the economies of many countries in
unpredictable ways. The value of a security may also decline due to factors that
affect a particular industry or group of industries. During a general downturn
in the securities markets, multiple asset classes may be negatively affected.
Therefore, you may lose money by investing in the Fund.
Depositary
Receipts Risk.
The risks of direct investment in depositary receipts or indirect investments
through Underlying ETFs that have exposure to depositary receipts are generally
subject to the same risks as the foreign securities that they evidence or into
which they may be converted. In addition, depositary receipts may not track the
price of or may be less liquid than their underlying foreign securities, and the
value of depositary receipts may change materially at times when the U.S.
markets are not open for trading.
Equity
Investing Risk. An investment in the Fund involves risks similar to those of
investing in any fund holding equity securities, such as market fluctuations,
changes in interest rates and perceived trends in stock prices. The values of
equity securities could decline generally or could underperform other
investments. In addition, securities may decline in value due to factors
affecting a specific issuer, market or securities markets
generally.
ETF
Risks.
•Authorized
Participants, Market Makers and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act as
Authorized Participants (“APs”). In addition, there may be a limited number of
market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, Shares may trade at a material discount to
NAV and possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their
functions.
•Premium-Discount
Risk.
The Shares may trade above or below their net asset value (“NAV”). The market
prices of Shares will generally fluctuate in accordance with changes in NAV as
well as the relative supply of, and demand for, Shares on The Nasdaq Stock
Market LLC (the “Exchange”) or other securities exchanges. The trading price of
Shares may deviate significantly from NAV during periods of market volatility or
limited trading activity in Shares. In addition, you may incur the cost of the
“spread,” that is, any difference between the bid price and the ask price of the
Shares. In addition, because securities held by the Fund may trade on foreign
exchanges that are closed when its primary listing exchange is open, the Fund is
likely to experience premiums and discounts greater than those of domestic
ETFs.
•Cost
of Trading Risk.
Investors buying or selling Shares in the secondary market will pay brokerage
commissions or other charges imposed by brokers as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of Shares.
•Trading
Risk.
Although the Shares are listed on the Exchange, there can be no assurance that
an active or liquid trading market for them will develop or be maintained. In
addition, trading in Shares on the Exchange may be halted. In stressed market
conditions, the liquidity of Shares may begin to mirror the liquidity of its
underlying portfolio holdings, which can be less liquid than Shares, potentially
causing the market price of Shares to deviate from its NAV. The spread varies
over time for Shares of the Fund based on the Fund’s trading volume and market
liquidity and is generally lower if the Fund has high trading volume and market
liquidity, and higher if the Fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in
size).
REITs
Risk.
In addition to the risks associated with investing in securities of real estate
companies and real estate related companies, REITs or Underlying Funds that
invest in REITs are subject to certain additional risks. Equity REITs may be
affected by changes in the value of the underlying properties owned by the
trusts. Mortgage REITs are exposed to risks associated with changes in interest
rates, changes in credit spreads, and declines in real estate values. Debt
investments are also subject to loss in value due to high or sustained inflation
because the debt could be paid back in significantly depreciated currency.
Further, REITs are dependent upon specialized management skills and cash flows,
and may have investments in relatively few properties, or in a small geographic
area or a single property type. Failure of a company to qualify as a REIT under
federal tax law may have adverse consequences to the Fund or
an
Underlying ETF. In addition, REITs have their own expenses, and the Fund will
bear a proportionate share of those expenses. The value of a REIT may be
affected by changes in interest rates.
Management
Risk. The Fund is actively managed and may not meet its investment
objective based on the Adviser’s, Sub-Adviser’s, or portfolio managers’ success
or failure to implement investment strategies for the Fund. The success of the
Fund’s investment program depends largely on the investment techniques and risk
analyses applied by the Adviser, Sub-Adviser, and the portfolio managers and the
skill of the Adviser, Sub-Adviser, and/or portfolio managers in evaluating,
selecting, and monitoring the Fund’s assets. The Fund could experience losses
(realized and unrealized) if the judgment of the Adviser, Sub-Adviser, or
portfolio managers about markets or sectors or the attractiveness of particular
investments made for the Fund’s portfolio prove to be incorrect. It is possible
the investment techniques and risk analyses employed on behalf of the Fund will
not produce the desired results.
Risks
of Investing in Underlying ETFs. The Fund invests in Underlying ETFs. Underlying ETFs typically
reflect the risks of the types of instruments in which the Underlying ETF
invests. In addition, with such investments, the Fund bears its proportionate
share of the fees and expenses of the Underlying ETF. As a result, the Fund’s
operating expenses may be higher and performance may be lower than funds that
invest directly in underlying the securities.
In-Kind
Contribution Risk.
At its launch, the Fund expects to acquire a material amount of assets through
one or more in-kind contributions that are intended to qualify as tax-deferred
transactions governed by Section 351 of the Internal Revenue Code of 1986, as
amended. If one or more of the in-kind contributions were to fail to qualify for
tax-deferred treatment, then the Fund would not take a carryover tax basis in
the applicable contributed assets and would not benefit from a tacked holding
period in those assets. This could cause the Fund to incorrectly calculate and
report to shareholders the amount of gain or loss recognized and/or the
character of gain or loss (e.g., as long-term or short-term) on the subsequent disposition of such
assets. In addition, the failure of a contribution to satisfy the requirements
of Section 351 could cause the contribution to be treated as a taxable event for
the contributing shareholder at the time of contribution. If such failure is not
discovered until a later time, this could also cause the contributing
shareholder to incorrectly calculate and report gain or loss on the
shareholder’s disposition of Fund shares.
New
Fund Risk. The Fund is a recently organized investment company with no
operating history. As a result, prospective investors have no track record or
history on which to base their investment decision. There can be no assurance
that the Fund will grow to or maintain an economically viable
size.
PERFORMANCE
Performance information is not provided
below because the Fund has not yet been in operation for one full calendar
year. When provided, the information will provide some
indication of the risks of investing in the Fund by showing how the Fund’s
average annual returns compare with a broad measure of market performance.
Past performance does not
necessarily indicate how the Fund will perform in the future.
Updated performance information will be available at https://cambriafunds.com.
INVESTMENT
ADVISER & INVESTMENT SUB-ADVISER
|
|
|
|
|
| |
| Investment
Adviser: |
Empowered
Funds, LLC dba EA Advisers (the “Adviser”) |
| Investment
Sub-Adviser: |
Cambria
Investment Management, LP |
PORTFOLIO
MANAGERS
Mebane
Faber, Chief Investment Officer of the Sub-Adviser, and Jonathan Keetz, Chief
Operating Officer of the Sub-Adviser are the portfolio managers and the
individuals primarily responsible for the day-to-day management of the
Fund.
PURCHASE
AND
SALE
OF SHARES
Individual
Shares are listed on a national securities exchange and may only be purchased
and sold in the secondary market through a broker-dealer at a market price.
Because Shares trade at market prices rather than NAV, Shares may trade at a
price greater than NAV (at a “premium”) or less than NAV (at a “discount”). An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (bid) and the lowest price a
seller is willing to accept for Shares (ask) when buying and selling Shares in
the secondary market (the “bid/ask spread”).
TAX
INFORMATION
The
Fund’s distributions generally are taxable to you as ordinary income, capital
gain, or some combination of both, unless your investment is made through an
Individual Retirement Account (“IRA”) or other tax-advantaged account. However,
subsequent withdrawals from such a tax-advantaged account may be subject to U.S.
federal income tax. You should consult your own tax advisor about your specific
tax situation.
PURCHASES
THROUGH BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If
you purchase Shares through a broker-dealer or other financial intermediary, the
Fund and its related companies may pay the intermediary for the sale of Shares
and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to
recommend Shares over another investment. Ask your salesperson or visit your
financial intermediary’s website for more information.
CAMBRIA
US LARGE CAP EQUITY ETF
Fund
Summary
INVESTMENT
OBJECTIVE
The
Cambria
US Large Cap Equity ETF (the “Fund”) seeks to achieve capital
appreciation.
FEES AND
EXPENSES
This
table describes the fees and expenses that you may pay if you buy, hold, and
sell shares of the Fund (“Shares”). You
may also pay brokerage commissions on the purchase and sale of Shares, which are
not reflected in the table or example.
|
|
|
|
|
| |
| Annual Fund
Operating Expenses (expenses that you pay each year as a percentage of the
value of your investment) |
|
Management
Fee |
0.25 |
% |
|
Distribution
and/or Service (12b-1) Fees |
None |
|
Other
Expenses1 |
0.00 |
% |
|
Total
Annual Fund Operating Expenses |
0.25 |
% |
1
Other Expenses
are estimated for the current fiscal year.
EXAMPLE
The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other funds. The example
assumes that you invest $10,000 for the time periods indicated and then hold or
sell all of your Shares at the end of those periods. The example also assumes
that the Fund provides a return of 5% a year and that operating expenses remain
the same. You may also pay brokerage commissions on the purchase and sale of
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:
|
|
|
|
|
|
|
|
|
|
|
| |
| |
One
Year: |
Three
Years: |
|
| |
$26 |
$80 |
|
PORTFOLIO
TURNOVER
The
Fund may pay transaction costs, including commissions when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Shares are
held in a taxable account. These costs, which are not reflected in annual fund
operating expenses or in the example, affect the Fund’s performance. As of the
date of this Prospectus, the Fund has not yet commenced operations and portfolio
turnover data therefore is not available.
PRINCIPAL INVESTMENT
STRATEGIES
The
Fund is an actively managed exchange-traded fund (“ETF”) that seeks to achieve
its investment objective by investing directly or through other ETFs (each, an
“Underlying ETF”) in publicly-traded stocks of U.S. companies. The Fund will
predominantly invest in securities of large capitalization companies (i.e.,
generally those that have a market capitalization of $8 billion or greater), but
may also include securities of mid- or small-capitalization companies.
The Fund
invests, under normal circumstances, at least 80% of its net assets, plus
borrowings for investment purposes, in equity securities of large capitalization
U.S. companies.
For
the Fund’s investments in individual equity securities, the Fund’s investment
sub-adviser, Cambria Investment Management, L.P. (“Cambria” or the
“Sub-Adviser”), selects from among the largest publicly-traded U.S. companies,
considering market capitalization, liquidity, and other tradability factors
(e.g., avoiding securities with unusual structures, operational impacts, or tax
considerations) to create broad-based exposure to the U.S. large cap equity
market. The Fund will typically hold a large number of securities, generally in
excess of 100 companies. The Fund is expected to allocate a majority of the
weight from individual equity securities to companies whose market
capitalization is generally among the 500 largest publicly-traded companies from
the U.S.
The
Fund may invest in equity securities, including common stocks, depositary
receipts, real estate investment trusts (REITs), and other ETFs.
Additionally,
the Sub-Adviser may use Underlying ETFs as an efficient way to gain exposure to
certain segments of the market or certain factors to ensure broad-based
representation of the large capitalization U.S. equity market. The Fund’s
investments in Underlying ETFs may be selected for their ability to represent a
particular industry, sector, factor, theme, or strategy (e.g., growth or value,
hedged or buffered equity exposure, or dividend paying stocks) that help the
Fund achieve broad U.S. equity exposure.
The Fund’s portfolio is rebalanced at least annually but may be
rebalanced more frequently in the Sub-Adviser’s sole
discretion.
PRINCIPAL
INVESTMENT RISKS
An
investment in the Fund involves risk, including those described below.
There
is no assurance that the Fund will achieve its investment objective.
An investor may lose money by investing in the
Fund. An investment in the Fund is not a bank
deposit and is not insured or guaranteed by the FDIC or any government
agency. More complete risk descriptions are set forth below
under the heading “Additional
Information About the Funds’ Principal Investment Risks.”
Large-Capitalization
Companies Risk.
Large-capitalization companies may trail the returns of the overall stock
market. Large-capitalization stocks tend to go through cycles of doing better -
or worse - than the stock market in general. These periods have, in the past,
lasted for as long as several years.
Risk
of Investing in the U.S.
Certain changes in the U.S. economy, such as when the U.S. economy weakens or
when its financial markets decline, may have an adverse effect on the securities
to which the Fund has exposure.
Investment
Risk. When you sell your Shares, they could be worth less than what you
paid for them. The Fund could lose money due to short-term market movements and
over longer periods during market downturns. Securities may decline in value due
to factors affecting securities markets generally or particular asset classes or
industries represented in the markets. The value of a security may decline due
to general market conditions, economic trends or events that are not
specifically related to the issuer of the security. Geopolitical and other
risks, including war, terrorism, trade disputes, political or economic
dysfunction within some nations, public health crises, and environmental
disasters such as earthquakes, fire, and floods, may add to instability in world
economies and volatility in markets generally. Changes in trade policies and
international trade agreements could affect the economies of many countries in
unpredictable ways. The value of a security may also decline due to factors that
affect a particular industry or group of industries. During a general downturn
in the securities markets, multiple asset classes may be negatively affected.
Therefore, you may lose money by investing in the Fund.
Equity
Investing Risk. An investment in the Fund involves risks similar to those of
investing in any fund holding equity securities, such as market fluctuations,
changes in interest rates and perceived trends in stock prices. The values of
equity securities could decline generally or could underperform other
investments. In addition, securities may decline in value due to factors
affecting a specific issuer, market or securities markets
generally.
ETF
Risks.
•Authorized
Participants, Market Makers and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act as
Authorized Participants (“APs”). In addition, there may be a limited number of
market makers and/or liquidity providers in the marketplace. To the extent
either of the following events occur, Shares may trade at a material discount to
NAV and possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their
functions.
•Premium-Discount
Risk. The Shares may trade above or below their net asset value (“NAV”).
The market prices of Shares will generally fluctuate in accordance with changes
in NAV as well as the relative supply of, and demand for, Shares on The Nasdaq
Stock Market LLC (the “Exchange”) or other securities exchanges. The trading
price of Shares may deviate significantly from NAV during periods of market
volatility or limited trading activity in Shares. In addition, you may incur the
cost of the “spread,” that is, any difference between the bid price and the ask
price of the Shares.
•Cost
of Trading Risk.
Investors buying or selling Shares in the secondary market will pay brokerage
commissions or other charges imposed by brokers as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of Shares.
•Trading
Risk.
Although the Shares are listed on the Exchange, there can be no assurance that
an active or liquid trading market for them will develop or be maintained. In
addition, trading in Shares on the Exchange may be halted. In stressed market
conditions, the liquidity of Shares may begin to mirror the liquidity of its
underlying portfolio holdings, which can be less liquid than Shares, potentially
causing the market price of Shares to deviate from its NAV. The spread varies
over time for Shares of the Fund based on the Fund’s trading volume and market
liquidity and is generally lower if the Fund has high trading volume and market
liquidity, and higher if the Fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in
size).
REITs
Risk. Equity REITs may be affected by changes in the value of the
underlying properties owned by the trusts. Mortgage REITs are exposed to risks
associated with changes in interest rates, changes in credit spreads, and
declines in real estate values. Debt investments are also subject to loss in
value due to high or sustained inflation because the debt could be paid back in
significantly depreciated currency. Further, REITs are dependent upon
specialized management skills and cash flows, and may have investments in
relatively few properties, or in a small geographic area or a single property
type. Failure of a company to qualify as a REIT under federal tax law may have
adverse consequences to the Fund. In addition, REITs have their own expenses,
and the Fund will bear a proportionate share of those expenses. The value of a
REIT may be affected by changes in interest rates.
Management
Risk. The Fund is actively managed and may not meet its investment
objective based on the Adviser’s, Sub-Adviser’s, or portfolio managers’ success
or failure to implement investment strategies for the Fund. The success of the
Fund’s investment program depends largely on the investment techniques and risk
analyses applied by the Adviser, Sub-Adviser, and the portfolio managers and the
skill of the Adviser, Sub-Adviser, and/or portfolio managers in evaluating,
selecting, and monitoring the Fund’s assets. The Fund could experience losses
(realized and unrealized) if the judgment of the Adviser, Sub-Adviser, or
portfolio managers about markets or sectors or the attractiveness of particular
investments made for the Fund’s portfolio prove to be incorrect. It is possible
the investment techniques and risk analyses employed on behalf of the Fund will
not produce the desired results.
In-Kind
Contribution Risk.
At its launch, the Fund expects to acquire a material amount of assets through
one or more in-kind contributions that are intended to qualify as tax-deferred
transactions governed by Section 351 of the Internal Revenue Code of 1986, as
amended. If one or more of the in-kind contributions were to fail to qualify for
tax-deferred treatment, then the Fund would not take a carryover tax basis in
the applicable contributed assets and would not benefit from a tacked holding
period in those assets. This could cause the Fund to incorrectly calculate and
report to shareholders the amount of gain or loss recognized and/or the
character of gain or loss (e.g., as long-term or short-term) on the subsequent disposition of such
assets. In addition, the failure of a contribution to satisfy the requirements
of Section 351 could cause the contribution to be treated as a taxable event for
the contributing shareholder at the time of contribution. If such failure is not
discovered until a later time, this could also cause the contributing
shareholder to incorrectly calculate and report gain or loss on the
shareholder’s disposition of Fund shares.
Risks
of Investing in Underlying ETFs. The Fund invests in Underlying ETFs. Underlying ETFs typically
reflect the risks of the types of instruments in which the Underlying ETF
invests. In addition, with such investments, the Fund bears its proportionate
share of the fees and expenses of the Underlying ETF. As a result, the Fund’s
operating expenses may be higher and performance may be lower than funds that
invest directly in underlying the securities.
Depositary
Receipts Risk. The risks of direct investment in depositary receipts or indirect
investments through Underlying ETFs that have exposure to depositary receipts
are generally subject to the same risks as the foreign securities that they
evidence or into which they may be converted. In addition, depositary receipts
may not track the price of or may be less liquid than their underlying foreign
securities, and the value of depositary receipts may change materially at times
when the U.S. markets are not open for trading. Foreign securities may be more
volatile than U.S. equity securities and are subject to special risks, including
differences in information available about issuers of securities and investor
protection standards applicable in other jurisdictions; capital controls risks;
currency risks; political, diplomatic and economic risks; regulatory risks; and
foreign market and trading risks, including the costs of trading and risks of
settlement in foreign jurisdictions.
New
Fund Risk. The Fund is a recently organized investment company with no
operating history. As a result, prospective investors have no track record or
history on which to base their investment decision. There can be no assurance
that the Fund will grow to or maintain an economically viable
size.
PERFORMANCE
Performance information is not provided
below because the Fund has not yet been in operation for one full calendar
year. When provided, the information will provide some
indication of the risks of investing in the Fund by showing how the Fund’s
average annual returns compare with a broad measure of market performance.
Past performance does not
necessarily indicate how the Fund will perform in the future.
Updated performance information will be available at https://cambriafunds.com.
INVESTMENT
ADVISER & INVESTMENT SUB-ADVISER
|
|
|
|
|
| |
| Investment
Adviser: |
Empowered
Funds, LLC dba EA Advisers (the “Adviser”) |
| Investment
Sub-Adviser: |
Cambria
Investment Management, LP |
PORTFOLIO
MANAGERS
Mebane
Faber, Chief Investment Officer of Cambria, and Jonathan Keetz, Chief Operating
Officer of Cambria are the portfolio managers and the individuals primarily
responsible for the day-to-day management of the Fund.
PURCHASE
AND
SALE
OF SHARES
Individual
Shares are listed on a national securities exchange and may only be purchased
and sold in the secondary market through a broker-dealer at a market price.
Because Shares trade at market prices rather than NAV, Shares may trade at a
price greater than NAV (at a “premium”) or less than NAV (at a “discount”). An
investor may incur costs attributable to the difference between the highest
price a buyer is willing to pay to purchase Shares (bid) and the lowest price a
seller is willing to accept for Shares (ask) when buying and selling Shares in
the secondary market (the “bid/ask spread”).
TAX
INFORMATION
The
Fund’s distributions generally are taxable to you as ordinary income, capital
gain, or some combination of both, unless your investment is made through an
Individual Retirement Account (“IRA”) or other tax-advantaged account. However,
subsequent withdrawals from such a tax-advantaged account may be subject to U.S.
federal income tax. You should consult your own tax advisor about your specific
tax situation.
PURCHASES
THROUGH BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If
you purchase Shares through a broker-dealer or other financial intermediary, the
Fund and its related companies may pay the intermediary for the sale of Shares
and related services. These payments may create a conflict of interest by
influencing the broker-dealer or other intermediary and your salesperson to
recommend Shares over another investment. Ask your salesperson or visit your
financial intermediary’s website for more information.
ADDITIONAL
INFORMATION ABOUT THE FUNDS’ INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT
STRATEGIES
Each
Fund’s investment objective is a non-fundamental investment policy and may be
changed without a vote of shareholders upon prior written notice to
shareholders.
Cambria
US Large Cap Equity ETF
For
purposes of the Fund’s 80% policy:
•securities
of U.S. companies include the securities of any company that at the time of
purchase (a) has its headquarters or principal location of operations in the
United States, (b) has its primary listing is on a securities exchange or market
in the United States, or (c) derives a majority of its revenues in the United
States;
•securities
of large capitalization companies consist of companies with a market
capitalization in excess of $8 billion at the time of purchase;
and
•“time
of purchase” refers to the most recent date when the Fund increased the weight
of the applicable security within the Fund’s portfolio.
Temporary
Defensive Positions.
From time to time, each Fund may take temporary defensive positions that are
inconsistent with its principal investment strategies in attempting to respond
to adverse market, economic, political, or other conditions. In those instances,
a Fund may hold up to 100% of its assets in cash; short-term U.S. government
securities and government agency securities; investment grade money market
instruments; money market mutual funds; investment grade fixed income
securities; repurchase agreements; commercial paper; cash equivalents; and
exchange-traded investment vehicles that principally invest in the foregoing
instruments. As a result of engaging in these temporary measures, a Fund may not
achieve its investment objective.
ADDITIONAL
INFORMATION ABOUT THE FUNDS’ PRINCIPAL INVESTMENT RISKS
The
following information is in addition to, and should be read along with, the
description of each Fund’s principal investment risks in the sections titled
“Fund Summary—Principal Investment Risks” above.
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Cambria
Endowment Style 2 ETF |
Cambria
Global EW 2 ETF |
Cambria
US Large Cap Equity ETF |
| Cash
and Cash Equivalents Risk |
X |
| |
| Commodity
Investing Risk |
X |
| |
| Currency
Risk |
X |
X |
|
| Currency
Strategies Risk |
X |
| |
| Depositary
Receipts Risk |
X |
X |
X |
| Derivatives
Risk |
X |
| |
| Emerging
Markets Risk |
X |
X |
|
| Equity
Investing Risk |
X |
X |
X |
| ETF
Risks |
X |
X |
X |
| Fixed
Income Risk |
X |
| |
| Foreign
Investment Risk |
X |
X |
|
| Futures
Contracts Risk |
X |
| |
| Geographic
Investment Risk |
| X |
|
| High
Yield Securities Risk |
X |
| |
| In-Kind
Contribution Risk |
X |
X |
X |
| Interest
Rate Risk |
X |
| |
| Investment
Risk |
X |
X |
X |
| Large-Capitalization
Companies Risk |
| X |
X |
| Leverage
Risk |
X |
| |
| Management
Risk |
X |
X |
X |
| Momentum
Investing Risk |
X |
| |
| New
Fund Risk |
X |
X |
X |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Cambria
Endowment Style 2 ETF |
Cambria
Global EW 2 ETF |
Cambria
US Large Cap Equity ETF |
| Options
Risk |
X |
| |
| Quantitative
Security Selection Risk |
X |
| |
| Real
Estate Investments Risk |
X |
| |
| REITs
Risk |
X |
X |
X |
| Risk
of Investing in the U.S. |
X |
|
X |
| Risks
of Investing in Underlying ETFs |
X |
X |
X |
| Sector
Risk |
X |
X |
|
| Sovereign
Debt Securities Risk |
X |
| |
| Underlying
ETF Counterparty and Leverage Risk |
X |
| |
| Value
Style Investing Risk |
X |
| |
Cash
and Cash Equivalents Risk.
Holding cash or cash equivalents rather than securities or other instruments in
which each Fund primarily invests, even strategically, may cause a Fund to risk
losing opportunities to participate in market appreciation, and may cause a Fund
to experience potentially lower returns than a Fund’s benchmark or other funds
that remain fully invested. In rising markets, holding cash or cash equivalents
will negatively affect each Fund’s performance relative to its benchmark.
Commodity
Investing Risk.
Investing in Underlying ETFs that invest in commodity-related companies may
subject the Fund to greater volatility than investments in Underlying ETFs that
hold traditional securities. The commodities markets have experienced periods of
extreme volatility. Similar future market conditions may result in rapid and
substantial valuation increases or decreases in the Fund’s holdings. The
commodities markets may fluctuate widely based on a variety of factors.
Movements in commodity investment prices are outside of the Fund’s control and
may not be anticipated. Price movements may be influenced by, among other
things: governmental, agricultural, trade, fiscal, monetary and exchange control
programs and policies; changing market and economic conditions; market
liquidity; weather and climate conditions; changing supply and demand
relationships and levels of domestic production and imported commodities; the
availability of local, intrastate and interstate transportation systems; energy
conservation; the success of exploration projects; changes in international
balances of payments and trade; domestic and foreign rates of inflation;
currency devaluations and revaluations; domestic and foreign political and
economic events; domestic and foreign interest rates and/or investor
expectations concerning interest rates; foreign currency/exchange rates;
domestic and foreign governmental regulation and taxation; war, acts of
terrorism and other political upheaval and conflicts; governmental
expropriation; investment and trading activities of investment companies, hedge
funds and commodities funds; and changes in philosophies and emotions of market
participants. The frequency and magnitude of such changes cannot be
predicted.
Currency
Risk.
Currency exchange rates may fluctuate significantly over short periods of time
and can be unpredictably affected by political developments or government
intervention. Changes in currency exchange rates may directly affect the U.S.
dollar value of the Fund of an Underlying ETF when it has exposure to global
regions and foreign securities.
The
Fund’s or an Underlying ETF’s NAV is determined on the basis of U.S. dollars;
therefore, the Fund or an Underlying ETF may lose value if the local currency of
a foreign market depreciates against the U.S. dollar, even if the local currency
value of the Fund’s or Underlying ETF’s holdings goes up. Currency exchange
rates may fluctuate significantly over short periods of time. Currency exchange
rates also can be affected unpredictably by intervention; by failure to
intervene by U.S. or foreign governments or central banks; or by currency
controls or political developments in the U.S. or abroad. Changes in foreign
currency exchange rates may affect the NAV of the Fund’s or an Underlying ETF
and the price of the Fund’s or Underlying ETF’s shares. Devaluation of a
currency by a country’s government or banking authority would have a significant
impact on the value of any investments denominated in that
currency.
Currency
Strategies Risk.
Currency exchange rates may fluctuate significantly over short periods of time
and can be unpredictably affected by political developments or government
intervention. Changes in currency exchange rates may affect the U.S. dollar
value of the Fund’s Underlying ETF investments, including foreign securities,
forward contracts, money market instruments or other high quality debt
securities. To the extent that a foreign government moves to devalue a currency
to which the Fund has exposure, such action could cause the Fund to lose
money.
Depositary
Receipts Risk. The
risks of investments in depositary receipts, including American Depositary
Receipts (“ADRs”), European Depositary Receipts (“EDRs”), and Global Depositary
Receipts (“GDRs”), by the Fund or an Underlying ETF are substantially similar to
Foreign Investment Risk. In addition, depositary receipts may not track the
price of the underlying foreign securities, and their value may change
materially at times when the U.S. markets are not open for trading. ADRs are
U.S. dollar-
denominated
receipts representing shares of foreign-based corporations. GDRs are similar to
ADRs but are shares of foreign-based corporations generally issued by
international banks in one or more markets around the world. Investment in ADRs
and GDRs may be more or less liquid than the underlying shares in their primary
trading market and GDRs may be more volatile. Depositary receipts may be
“sponsored” or “unsponsored” and may be unregistered and unlisted. Sponsored
depositary receipts are established jointly by a depositary and the underlying
issuer, whereas unsponsored depositary receipts may be established by a
depositary without participation by the underlying issuer. Holders of an
unsponsored depositary receipt generally bear all the costs associated with
establishing the unsponsored depositary receipt. In addition, the issuers of the
securities underlying unsponsored depositary receipts are not obligated to
disclose material information in the United States and, therefore, there may be
less information available regarding those issuers and there may not be a
correlation between that information and the market value of the depositary
receipts. In general, ADRs must be sponsored, but the Fund or an Underlying ETF
may invest in unsponsored ADRs under various limited circumstances. The Fund’s
investments may also include ADRs and GDRs that are not purchased in the public
markets and are restricted securities that can be offered and sold only to
“qualified institutional buyers” under Rule 144A of the Securities Act of 1933,
as amended. If a particular direct investment in ADRs or GDRs is deemed
illiquid, that investment will be included within the Fund’s limitation on
investment in illiquid securities. Moreover, if adverse market conditions were
to develop during the period between the Fund’s or Underlying ETF’s decision to
sell these types of ADRs or GDRs where such positions are held directly, and the
point at which the Fund or Underlying ETF is permitted or able to sell the
security, the Fund might obtain a price less favorable than the price that
prevailed when it decided to sell.
Derivatives
Risk.
A derivative is any financial instrument whose value is based on, and determined
by, another asset, rate or index (i.e., stock options, futures contracts, caps,
floors, etc.). Unfavorable changes in the value of the underlying asset, rate or
index may cause sudden losses. Changes in the value of a derivative may not
correlate perfectly with the underlying asset, rate or index, the Fund could
lose more than the principal amount invested. Derivative instruments are subject
to a number of risks including counterparty, liquidity, interest rate, market,
credit and management risks, as well as the risk of improper valuation.
Derivatives may be held directly or the Fund may have derivatives exposure
through an investment in an Underlying ETF.
Emerging
Markets Risk.
Investments in securities and instruments traded in developing or emerging
markets, or that provide exposure to these securities or markets (i.e., through
an Underlying ETF), can involve additional risks relating to political,
economic, or regulatory conditions not associated with investments in U.S.
securities and instruments or investments in more developed international
markets. For example, emerging markets may be subject to, among other risks,
greater market volatility; lower trading volume and liquidity; greater social,
political and economic uncertainty; governmental controls on foreign investments
and limitations on repatriation of invested capital; lower disclosure, corporate
governance, auditing and financial reporting standards; fewer protections of
property rights; restrictions on the transfer of securities or currency; and
settlement and trading practices that differ from U.S. markets and markets of
more developed countries. Each of these factors may impact the ability of the
Fund to directly buy, sell or otherwise transfer securities, adversely affect
the trading market and price for Fund Shares and cause the Fund to decline in
value.
Equity
Investing Risk.
An investment in a Fund involves risks similar to those of investing in any fund
holding equity securities, such as market fluctuations, changes in interest
rates and perceived trends in stock prices. The values of equity securities
could decline generally or could underperform other investments. Different types
of equity securities tend to go through cycles of outperformance and
underperformance in comparison to the general securities markets. In addition,
securities may decline in value due to factors affecting a specific issuer,
market or securities markets generally. Recent turbulence in financial markets
and reduced liquidity in credit and fixed income markets may negatively affect
many issuers worldwide, which may have an adverse effect on a Fund.
ETF
Risks.
•Authorized
Participants, Market Makers and Liquidity Providers Concentration Risk.
Each
Fund has a limited number of financial institutions that may act as Authorized
Participants (“APs”). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, Shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become unable to
process creation and/or redemption orders and no other APs step forward to
perform these services, or (ii) market makers and/or liquidity providers exit
the business or significantly reduce their business activities and no other
entities step forward to perform their functions.
•Premium-Discount
Risk.
The
Shares may trade above or below their net asset value (“NAV”). The market prices
of Shares will generally fluctuate in accordance with changes in NAV as well as
the relative supply of, and demand for, Shares on an Exchange or other
securities exchanges. The trading price of Shares may deviate significantly from
NAV during periods of market volatility or limited trading activity in Shares.
In addition, you may incur the cost of the “spread,” that is, any difference
between the bid price and the ask price of the Shares. In addition, because
securities held by the
Cambria Global EW 2 ETF
may trade on foreign exchanges that are closed when its primary listing exchange
is open, the Fund is likely to experience premiums and discounts greater than
those of domestic ETFs.
•Cost
of Trading Risk.
Investors
buying or selling Shares in the secondary market will pay brokerage commissions
or other charges imposed by brokers as determined by that broker. Brokerage
commissions are often a fixed amount and may be a significant proportional cost
for investors seeking to buy or sell relatively small amounts of Shares. In
addition, secondary market investors will also incur the cost of the difference
between the price that an investor is willing to pay for Shares (the “bid”
price) and the price at which an investor is willing to sell Shares (the “ask”
price). This difference in bid and ask prices is often referred to as the
“spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares
based on trading volume and market liquidity, and is generally lower if Shares
have more trading volume and market liquidity and higher if Shares have little
trading volume and market liquidity. Further, increased market volatility may
cause increased bid/ask spreads.
•Trading
Risk.
Although
the Shares are listed on the Exchange, there can be no assurance that an active
or liquid trading market for them will develop or be maintained. In addition,
trading in Shares on the Exchange may be halted due to market conditions or for
reasons that, in the view of the Exchange, make trading in Shares inadvisable.
When markets are stressed, Shares could suffer erratic or unpredictable trading
activity, extraordinary volatility or wide bid/ask spreads, which could cause
some market makers and APs to reduce their market activity or “step away” from
making a market in ETF shares. This could cause a Fund’s market price to
deviate, materially, from the NAV, and reduce the effectiveness of the ETF
arbitrage process. Further, trading in Shares on the Exchange is subject to
trading halts caused by extraordinary market volatility pursuant to the “circuit
breaker” rules, which temporarily halt trading on the Exchange when a decline in
the S&P 500 Index during a single day reaches certain thresholds
(e.g.,
7%, 13% and 20%). There can be no assurance that the requirements of the
Exchange necessary to maintain the listing of each Fund will continue to be met
or will remain unchanged. In stressed market conditions, the liquidity of Shares
may begin to mirror the liquidity of a Fund’s underlying portfolio holdings,
which can be significantly less liquid than Shares, and this could lead to
differences between the market price of the Shares and the underlying value of
those Shares.
Fixed
Income Risk.
The market value of fixed income securities that are held by an Underlying ETF
will change in response to interest rate changes and other factors, such as
changes in the effective maturities and credit ratings of fixed income
investments. During periods of falling interest rates, the values of Underlying
ETFs that hold outstanding fixed income securities and related financial
instruments generally rise. Conversely, during periods of rising interest rates,
the values of such securities and related financial instruments held by an
Underlying ETF generally decline. Fixed income investments are also subject to
credit risk. The longer the effective maturity and duration of the Underlying
ETF’s portfolio, the more the Fund’s share price is likely to react to changes
in interest rates. (Duration is a weighted measure of the length of time
required to receive the present value of future payments, both interest and
principal, from a fixed income security.) Some fixed income securities give the
issuer the option to call, or redeem, the securities before their maturity
dates. If an issuer calls its security during a time of declining interest
rates, an Underlying ETF might have to reinvest the proceeds in an investment
offering a lower yield, and therefore might not benefit from any increase in
value of the security as a result of declining interest rates. During periods of
market illiquidity or rising interest rates, prices of callable issues are
subject to increased price fluctuation. In addition, the Fund, through its
investments in Underlying ETFs, may be subject to extension risk, which occurs
during a rising interest rate environment because certain obligations may be
paid off by an issuer more slowly than anticipated, causing the value of those
securities held by the Underlying ETF to fall.
Foreign
Investment Risk.
The Fund may invest in foreign securities either directly or through an
Underlying ETF, including non-U.S. dollar-denominated securities traded outside
of the United States and U.S. dollar-denominated securities of foreign issuers
traded in the United States. Returns on investments in foreign securities, or
Underlying ETFs that hold foreign securities, could be more volatile than, or
trail the returns on, investments in U.S. securities. Investments in foreign
securities, including investments in ADRs, EDRs, and GDRs, are subject to
special risks, including the following:
•Foreign
Securities Risk.
Investments in non-U.S. securities involve certain risks that may not be present
with investments in U.S. securities. For example, investments in non-U.S.
securities may be subject to risk of loss due to foreign currency fluctuations
or to political or economic instability. There may be less information publicly
available about a non-U.S. issuer than a U.S. issuer. Non-U.S. issuers may be
subject to different accounting, auditing, financial reporting and investor
protection standards than U.S. issuers. Changes to the financial condition or
credit rating of foreign issuers may also adversely affect a Fund’s or the value
of an Underlying ETF’s securities. Investments in non-U.S. securities may be
subject to withholding or other taxes and may be subject to additional trading,
settlement, custodial, and operational risks. Because legal systems differ,
there is also the possibility that it will be difficult to obtain or enforce
legal judgments in certain countries. Since foreign exchanges may be open on
days when the Fund or an Underlying ETF does not price its Shares, the value of
the securities in the Fund’s portfolio may change on days when shareholders will
not be able to purchase or sell the Fund’s
Shares.
Conversely, Shares may trade on days when foreign exchanges are closed. Since
foreign exchanges may be open on days when a Fund or an Underlying ETF does not
price its shares, the value of the securities in a Fund’s or an Underlying ETF’s
portfolio may change on days when shareholders will not be able to purchase or
sell a security’s or an Underlying ETF’s shares. Conversely, shares of a Fund or
an Underlying ETF may trade on days when foreign exchanges are closed.
Investment in foreign securities may involve higher costs than investment in
U.S. securities, including higher transaction and custody costs as well as the
imposition of additional taxes by foreign governments. Each of these factors can
make investments in the Fund or an Underlying ETF more volatile and potentially
less liquid than other types of investments. Each of these factors can make
investments in a Fund or an Underlying ETF more volatile and potentially less
liquid than other types of investments.
•Capital
Controls and Sanctions Risk.
Economic conditions, such as volatile currency exchange rates and interest
rates, political events and other conditions may, without prior warning, lead to
government intervention and the imposition of “capital controls” or
expropriation or nationalization of assets. The possible establishment of
exchange controls or freezes on the convertibility of currency, or the adoption
of other governmental restrictions, might adversely affect an investment in
foreign securities. Capital controls include the prohibition of, or restrictions
on, the ability to transfer currency, securities or other assets within or out
of a jurisdiction. Levies may be placed on profits repatriated by foreign
entities (such as a Fund or an Underlying ETF). Capital controls may impact the
ability of a Fund or an Underlying ETF to buy, sell or otherwise transfer
securities or currency, may adversely affect the trading market and price for
shares of a Fund or an Underlying ETF, and may cause a Fund or an Underlying ETF
to decline in value.
•Currency
Exchange Rate Risk. Changes
in currency exchange rates and the relative value of non-U.S. currencies will
affect the value of each Fund’s investment and the value of your Shares.
Currency exchange rates can be very volatile and can change quickly and
unpredictably. As a result, the value of an investment in a Fund or an
Underlying ETF may also change quickly, unpredictably, and without warning, and
you may lose money.
•Currency
Risk. A
Fund’s or an Underlying ETF’s NAV is determined on the basis of U.S. dollars;
therefore, a Fund or an Underlying ETF may lose value if the local currency of a
foreign market depreciates against the U.S. dollar, even if the local currency
value of the Fund’s or Underlying ETF’s holdings goes up. Currency exchange
rates may fluctuate significantly over short periods of time. Currency exchange
rates also can be affected unpredictably by intervention; by failure to
intervene by U.S. or foreign governments or central banks; or by currency
controls or political developments in the U.S. or abroad. Changes in foreign
currency exchange rates may affect the NAV of a Fund’s or an Underlying ETF and
the price of a Fund’s or Underlying ETF’s shares. Devaluation of a currency by a
country’s government or banking authority would have a significant impact on the
value of any investments denominated in that currency.
•Political
and Economic Risk.
A Fund or an Underlying ETF that invests in foreign securities is subject to
foreign political and economic risk not associated with U.S. investments,
meaning that political events (civil unrest, national elections, changes in
political conditions and foreign relations, imposition of exchange controls and
repatriation restrictions), social and economic events (labor strikes, rising
inflation) and natural disasters occurring in a foreign country could cause the
the Fund’s or the Underlying ETF’s investments to experience gains or losses. A
Fund or an Underlying ETF also could be unable to enforce its ownership rights
or pursue legal remedies in countries where it invests.
•Foreign
Market and Trading Risk.
The trading markets for many foreign securities are not as active as U.S.
markets and may have less governmental regulation and oversight. Foreign markets
also may have clearance and settlement procedures that make it difficult for a
Fund or an Underlying ETF to buy and sell securities. The procedures and rules
governing foreign transactions and custody (holding of the Fund’s or Underlying
ETF’s assets) also may involve delays in payment, delivery or recovery of money
or investments. These factors could result in a loss to the Fund or Underlying
ETF by causing it to be unable to dispose of an investment or to miss an
attractive investment opportunity, or by causing the Fund’s or Underlying ETF’s
assets to be uninvested for some period of time.
Futures
Contracts Risk.
Risks associated with the use of futures contracts include the following: (i) an
imperfect correlation between movements in prices of index futures contracts and
movements in the value of the stock index that the instrument is designed to
simulate; and (ii) the possibility of an illiquid secondary market for a futures
contract and the resulting inability to close a position prior to its maturity
date. Investments in futures may expose the Fund to leverage.
Geographic
Investment Risk.
To the extent the Fund or an Underlying ETF invests a significant portion of its
assets in the securities of companies of a single country or region, it is more
likely to be impacted by events or conditions affecting that country or region.
•Risk
of Investing in the U.S.
A decrease in imports or exports, changes in trade regulations, inflation and/or
an economic recession in the U.S. may have a material adverse effect on the U.S.
economy and the securities listed on U.S. exchanges.
Proposed
and adopted policy and legislative changes in the U.S. are changing many aspects
of financial, commercial, public health, environmental, and other regulation and
may have a significant effect on U.S. markets generally, as well as on the value
of certain securities. Governmental agencies project that the U.S. will continue
to maintain elevated public debt levels for the foreseeable future. Although
elevated debt levels do not necessarily indicate or cause economic problems,
elevated public debt service costs may constrain future economic growth.
Circumstances could arise that could prevent the timely payment of interest or
principal on U.S. government debt, such as reaching the legislative “debt
ceiling.” Such non-payment would result in substantial negative consequences for
the U.S. economy and the global financial system. If U.S. relations with certain
countries deteriorate, it could adversely affect U.S. issuers as well as
non-U.S. issuers that rely on the U.S. for trade. The U.S. has also experienced
increased internal unrest and discord. If these trends were to continue, it may
have an adverse impact on the U.S. economy and the issuers in which the Fund
invests.
•Risk
of Investing in China.
Investing in securities of Chinese issuers, including by investing in China A
Shares, involves certain risks and considerations not typically associated with
investing in securities of U.S. issuers in part because the Chinese government
exercises significant control over the Chinese economy through heavy involvement
in economic and regulatory policy. Certain risks and considerations of investing
in Chinese issuers include among others, more frequent trading suspensions and
government interventions (including by nationalization of assets), currency
exchange rate fluctuations or blockages, limits on the use of brokers and on
foreign ownership, different financial reporting standards, higher dependence on
exports and international trade, restrictions on the size of permissible
positions in individual Chinese issuers, potential for increased trade tariffs,
sanctions, embargoes and other trade limitations, greater political, economic,
social, legal and tax-related uncertainty, high market volatility caused by any
potential regional territorial conflicts, social instability, or natural
disasters, custody risks, risks associated with investments in variable interest
entities, and potential adverse tax consequences. U.S. sanctions or other
investment restrictions could preclude a Fund from investing in certain Chinese
issuers or cause a Fund to sell investments at a disadvantageous time. Changes
to political and economic relationships, including recent trade and policy
disputes and strained international relations, between China and other countries
and changes to China's socioeconomic systems may adversely affect the Fund's
investments in China. For example, continued hostility and the potential for
future political or economic disturbances between China and the United States
may have an adverse impact on the values of investments in China, the United
States, and/or other countries. If the political climate between the U.S. and
China does not improve or continues to deteriorate, if China were to attempt
unification of Taiwan by force, or if other geopolitical conflicts develop or
get worse, economies, markets, and individual securities may be severely
affected both regionally and globally, and the value of a Fund’s or Underlying
ETFs assets may go down.
Additionally,
portions of the Chinese securities markets may become rapidly and unexpectedly
illiquid, as Chinese issuers have the ability to suspend the trading of their
equity securities and have exercised that ability in the past in response to
market volatility and other events. If the liquidity of investments became
impaired, it could make investments more difficult to value, limit a Fund’s or
an Underlying ETF’s ability to obtain cash to meet redemptions on a timely
basis, hinder a Fund’s or Underlying ETF’s ability to honor redemption requests
within the allowable time period, and force a Fund or an Underlying ETF to sell
securities at a reduced price or under unfavorable conditions.
High
Yield Securities Risk.
The Fund may invest in high yield securities indirectly through Underlying ETFs.
High yield securities and unrated securities of comparable credit quality are
subject to the increased risk of an issuer’s inability to meet principal and
interest payment obligations. High yield securities are subject to a greater
risk of default and investments in them are inherently speculative. The
secondary markets in which high yield securities are traded may be less liquid
and more volatile than the market for higher grade securities.
In-Kind
Contribution Risk. At
their launch, each Fund expects to acquire a material amount of assets through
one or more in-kind contributions that are intended to qualify as tax-deferred
transactions governed by Section 351 of the Internal Revenue Code. If one or
more of the in-kind contributions were to fail to qualify for tax-deferred
treatment, then the respective Fund would not take a carryover tax basis in the
applicable contributed assets and would not benefit from a tacked holding period
in those assets. This could cause a Fund to incorrectly calculate and report to
shareholders the amount of gain or loss recognized and/or the character of gain
or loss (e.g.,
as long-term or short-term) on the subsequent disposition of such assets.
Similarly, if any of the contributors in an in-kind contribution are
corporations (or are partnerships or trusts with corporate beneficial owners)
and a special deemed-sale election is not made in connection with the
contribution, then a Fund could become liable for an entity-level corporate tax
if it disposes of the contributed assets within five years. Distributions of
gain recognized on the disposition of those assets would be taxable to
shareholders (as discussed above), in addition to this entity-level corporate
tax. At the time this prospectus is being prepared, Fund management is not aware
of corporate transferors in the in-kind contribution.
Interest
Rate Risk.
Changes in interest rates can result in losses for fixed-income and other
securities. Specifically, for fixed-income securities or fixed-income Underlying
ETFs, when interest rates rise, the market values of the fixed-income
instruments normally
decrease.
Typically, the longer the maturity or duration of a fixed-income security, the
greater the security’s sensitivity to changes in interest rates. Changes in
monetary policy, government policy, government spending and inflation may affect
the level of interest rates.
Investment
Risk.
When you sell your Shares, they could be worth less than what you paid for them.
A Fund could lose money due to short-term market movements and over longer
periods during market downturns. Securities may decline in value due to factors
affecting securities markets generally or particular asset classes or industries
represented in the markets. The value of a security may decline due to general
market conditions, economic trends or events that are not specifically related
to the issuer of the security. Geopolitical and other risks, including war,
terrorism, trade disputes, political or economic dysfunction within some
nations, public health crises, and environmental disasters such as earthquakes,
fire, and floods, may add to instability in world economies and volatility in
markets generally. Changes in trade policies and international trade agreements
could affect the economies of many countries in unpredictable ways. The value of
a security may also decline due to factors that affect a particular industry or
group of industries. During a general downturn in the securities markets,
multiple asset classes may be negatively affected. Therefore, you may lose money
by investing in a Fund.
Large-Capitalization
Companies Risk.
Large-capitalization companies may trail the returns of the overall stock
market. Large-capitalization stocks tend to go through cycles of doing better -
or worse - than the stock market in general. These periods have, in the past,
lasted for as long as several years.
Leverage
Risk.
Leverage risk refers to the potential for increased volatility and losses in a
portfolio due to the use of derivatives or other financial instruments that may
magnify gains and losses beyond the initial investment. The Fund will utilize
derivatives, such as futures, options or swaps, to gain exposure to certain
assets or markets with a smaller initial investment. While leveraging
derivatives can amplify gains, it can also magnify losses significantly.
Leverage could possibly create increased volatility for the Fund.
Management
Risk.
Each Fund is actively managed and may not meet its investment objective based on
the Adviser’s, Sub-Adviser’s, or portfolio managers’ success or failure to
implement investment strategies for each Fund. The success of each Fund’s
investment program depends largely on the investment techniques and risk
analyses applied by the Adviser, Sub-Adviser, and the portfolio managers and the
skill of the Adviser, Sub-Adviser, and/or portfolio managers in evaluating,
selecting, and monitoring a Fund’s assets. Each Fund could experience losses
(realized and unrealized) if the judgment of the Adviser, Sub-Adviser, or
portfolio managers about markets or sectors or the attractiveness of particular
investments made for a Fund’s portfolio prove to be incorrect. It is possible
the investment techniques and risk analyses employed on behalf of a Fund will
not produce the desired results. Absent unusual circumstances (e.g.,
the Adviser determines a different security has higher liquidity but offers a
similar investment profile as a recommended security), the Adviser will
generally follow the Sub-Adviser’s investment recommendations to buy, hold, and
sell securities and financial instruments.
Momentum
Investing Risk.
The Fund may pursue or invest in Underlying ETFs that may pursue momentum and
trend following strategies that seek to identify securities that have had higher
recent price performance compared to other securities. These securities may be
more volatile than a broad cross-section of securities. High momentum may also
be a sign that the securities’ prices have peaked. Momentum can turn quickly and
cause significant variation from other types of investments. The Fund may
experience significant losses if momentum stops, turns or otherwise behaves
differently than predicted.
New
Fund Risk.
The Fund is a recently organized management investment company with no operating
history. As a result, prospective investors have no track record or history on
which to base their investment decision. There can be no assurance that each
Fund will grow to or maintain an economically viable size.
Options
Risk.
Options are subject to correlation risk because there may be an imperfect
correlation between the prices of options and movements in the price of the
underlying securities. Options may expire unexercised, causing the Fund to lose
the premium paid for them. The success of the Fund’s investment in options
depends upon many factors, such as the price of the options which is a function
of various factors that may change rapidly over time. If a counterparty
defaults, the Fund’s only recourse will be to pursue contractual remedies
against the counterparty, and the Fund may be unsuccessful in its pursuit. The
Fund thus assumes the risk that it may be delayed in or prevented from obtaining
payments owed to it pursuant to an over-the-counter options
transaction.
Quantitative
Security Selection Risk.
The Sub-Adviser may use quantitative techniques to generate investment decisions
and select stocks, and the Fund may not perform as intended if it relies on
erroneous or outdated data from one or more third parties. Errors in data used
in the quantitative model may occur from time to time and may not be identified
and/or corrected before having an adverse impact on the Fund and its
shareholders.
Real
Estate Investment Risk.
The Fund’s investments directly or in Underlying ETFs that hold real estate
companies and companies related to the real estate industry, subject a Fund to
risks associated with the direct ownership of real estate securities. These
risks include, among others: declines in the value of (or income generated by)
real estate; risks related to general and local economic
conditions;
possible lack of availability of mortgage funds or other limits to accessing the
credit or capital markets; overbuilding; extended vacancies of properties; or
defaults by borrowers or tenants, particularly during periods of disruptions to
business operations or an economic downturn; increasing competition, including
for real estate and related services and technology; increases in property taxes
and operating expenses; changes in zoning regulations and related costs; losses
due to costs resulting from the clean-up of environmental problems; liability to
third parties for damages resulting from environmental problems; casualty or
condemnation losses; limitations on rents; demographic trends, such as
population shifts or changing tastes, preferences (such as remote work
arrangements) and values; and changes in interest rates. If a Fund’s holding of
real estate-related investments directly or in Underlying ETFs are concentrated
in one geographic area or in one property type, the Fund will be particularly
subject to the risks associated with that area or property type or related real
estate conditions.
REITs
Risk.
In addition to the risks associated with investing directly or in Underlying
ETFs that hold securities of real estate companies and real estate related
companies, REITs are subject to certain additional risks. Equity REITs may be
affected by changes in the value of the underlying properties owned by the
trusts. Mortgage REITs are exposed to risks associated with changes in interest
rates, changes in credit spreads, and declines in real estate values. Debt
investments are also subject to loss in value due to high or sustained inflation
because the debt could be paid back in significantly depreciated currency.
Further, REITs are dependent upon specialized management skills and cash flows,
and may have investments in relatively few properties, or in a small geographic
area or a single property type. In addition, REITs could possibly fail to
qualify for tax free pass-through of income under the Internal Revenue Code of
1986, as amended, or to maintain their exemptions from registration under the
1940 Act. The failure of a company to qualify as a REIT under federal tax law
may have adverse consequences to a Fund or an Underlying ETF. The above factors
may also adversely affect a borrower’s or a lessee’s ability to meet its
obligations to the REIT. In the event of a default by a borrower or lessee, the
REIT may experience delays in enforcing its rights as a mortgagee or lessor and
may incur substantial costs associated with protecting its investments. In
addition, REITs have their own expenses and the Fund will bear a proportionate
share of those expenses directly or through its investment in the Underlying
ETF. Further, dividends paid by REITs are taxed as ordinary income and generally
do not qualify for the preferential rate applicable to qualified dividend
income. REITs may be more volatile and/or more illiquid than other types of
securities.
Risk
of Investing in the U.S.
A decrease in imports or exports, changes in trade regulations, inflation and/or
an economic recession in the U.S. may have a material adverse effect on the U.S.
economy and the securities listed on U.S. exchanges. Proposed and adopted policy
and legislative changes in the U.S. are changing many aspects of financial,
commercial, public health, environmental, and other regulation and may have a
significant effect on U.S. markets generally, as well as on the value of certain
securities. Governmental agencies project that the U.S. will continue to
maintain elevated public debt levels for the foreseeable future. Although
elevated debt levels do not necessarily indicate or cause economic problems,
elevated public debt service costs may constrain future economic growth.
Circumstances could arise that could prevent the timely payment of interest or
principal on U.S. government debt, such as reaching the legislative “debt
ceiling.” Such non-payment would result in substantial negative consequences for
the U.S. economy and the global financial system. If U.S. relations with certain
countries deteriorate, it could adversely affect U.S. issuers as well as
non-U.S. issuers that rely on the U.S. for trade. The U.S. has also experienced
increased internal unrest and discord. If these trends were to continue, it may
have an adverse impact on the U.S. economy and the issuers in which a Fund
invests.
Risks
of Investing in Underlying ETFs.
The selected Underlying ETFs’ performance may be lower than the performance of
the segments of the market or factors they were selected to represent or may be
lower than the performance of alternative Underlying ETFs that could have been
selected for such representation. The Fund also is exposed to the same risks as
the Underlying ETFs in direct proportion to the allocation of its assets among
the Underlying ETFs. There is no guarantee that the Underlying ETFs will achieve
their respective investment objectives. The Fund, and its shareholders,
indirectly bear a portion of the expenses of any funds in which the Fund
invests. Because the expenses and costs of each Underlying ETF are shared by its
investors, redemptions by other investors in an Underlying ETF could result in
decreased economies of scale and higher brokerage, tax, or other costs for an
Underlying ETF. This risk may be particularly important when one investor owns a
substantial portion of an Underlying ETF. The Sub-Adviser may have potential
conflicts of interest in selecting affiliated funds over unaffiliated funds for
investment by the Fund, and may also face potential conflicts of interest in
selecting affiliated funds because the fees the Sub-Adviser receives from some
Underlying ETFs may be higher than the fees paid by other funds.
Sector
Risk.
To the extent a Fund invests more heavily in one sector or sub-sector of the
market, it thereby presents a more concentrated risk and its performance will be
especially sensitive to developments that significantly affect those sectors or
sub-sectors. In addition, the value of a Fund’s shares may change at different
rates compared to the value of shares of a fund with investments in a more
diversified mix of sectors and industries. An individual sector or sub-sector of
the market may have above-average performance during particular periods but may
also move up and down more than the broader market. The several industries that
constitute a sector may all react in the same way to economic, political or
regulatory events. A Fund’s performance could also be affected if the sectors
or
sub-sectors do not perform as expected. Alternatively, the lack of exposure to
one or more sectors or sub-sectors may adversely affect performance.
•Consumer
Discretionary Sector Risk.
Companies engaged in the design, production or distribution of products or
services for the consumer discretionary sector are subject to the risk that
their products or services may become obsolete quickly. The success of these
companies can depend heavily on disposable household income and consumer
spending. During periods of an expanding economy, the consumer discretionary
sector may outperform the consumer staples sector, but may underperform when
economic conditions worsen.
•Financials
Sector Risk.
This sector can be significantly affected by changes in interest rates,
government regulation, the rate of defaults on corporate, consumer and
government debt, the availability and cost of capital, and fallout from the
housing and sub-prime mortgage crisis. Insurance companies, in particular, may
be significantly affected by changes in interest rates, catastrophic events,
price and market competition, the imposition of premium rate caps, or other
changes in government regulation or tax law and/or rate regulation, which may
have an adverse impact on their profitability. This sector has experienced
significant losses in the recent past, and the impact of more stringent capital
requirements and of recent or future regulation on any individual financial
company or on the sector as a whole cannot be predicted. In recent years, cyber
attacks and technology malfunctions and failures have become increasingly
frequent in this sector and have caused significant losses.
•Healthcare
Sector Risk.
The healthcare sector includes companies relating to medical and healthcare
goods and services, such as companies engaged in manufacturing medical
equipment, supplies and pharmaceuticals, as well as operating healthcare
facilities and the provision of managed healthcare. Companies in this sector may
be affected by government regulations including new regulations and scrutiny
related to data privacy, and government healthcare programs, increases or
decreases in the cost of medical products and services and product liability
claims, among other factors. Many healthcare companies are heavily dependent on
patent protection, and the expiration of a company’s patent may adversely affect
that company’s profitability. Healthcare companies are subject to competitive
forces that may result in price discounting, and may be thinly capitalized and
susceptible to product obsolescence. Companies in the healthcare sector may be
subject to adverse government or regulatory actions, which may be
costly.
•Industrials
Sector Risk.
The value of securities issued by companies in the industrials sector may be
affected by supply and demand both for their specific products or services and
for industrials sector products in general. The products of manufacturing
companies may face obsolescence due to rapid technological developments and
frequent new product introduction.
•Information
Technology/ Software Sector Risk.
Market
or economic factors impacting technology companies and companies that rely
heavily on technological advances could have a significant effect on the value
of the Fund’s or an Underlying ETF’s investments. The value of stocks of
technology companies and companies that rely heavily on technology is
particularly vulnerable to rapid changes in technology product cycles, rapid
product obsolescence, government regulation and competition, both domestically
and internationally, including competition from foreign competitors with lower
production costs. Stocks of technology companies and companies that rely heavily
on technology, especially those of smaller, less-seasoned companies, tend to be
more volatile than the overall market. Technology companies are heavily
dependent on patent and intellectual property rights, the loss or impairment of
which may adversely affect profitability.
•Semiconductor
Sector Risk.
The semiconductor sector is highly cyclical and periodically experiences
significant economic downturns characterized by diminished product demand,
resulting in production overcapacity and excess inventory, which can result in
rapid erosion of product selling prices. The sector has experienced significant
downturns, often in connection with, or in anticipation of, maturing product
cycles of both semiconductor companies’ and their customers’ products and the
decline in general economic conditions.
Sovereign
Debt Securities Risk.
The Fund may invest directly in sovereign debt securities or indirectly through
Underlying ETFs. Investments in sovereign debt obligations involve special risks
not present in corporate debt obligations. The issuer of the sovereign debt or
the authorities that control the repayment of the debt may be unable or
unwilling to repay principal or interest when due, and the Fund may have limited
recourse in the event of a default. During periods of economic uncertainty, the
market prices of sovereign debt, and the Underlying ETF’s NAV, may be more
volatile than prices of U.S. debt obligations. In the past, certain non-U.S.
markets have encountered difficulties in servicing their debt obligations,
withheld payments of principal and interest and declared moratoria on the
payment of principal and interest on their sovereign debts. These risks increase
for lower-rated and high yield debt securities, as discussed in this
Prospectus.
Underlying
ETF Counterparty and Leverage Risk. Through
its investments in Underlying ETFs, the Fund may be indirectly exposed to
additional risks. For example, if an Underlying ETF contracts with a
counterparty, the Fund indirectly bears the risk that
the
counterparty fails to honor its obligations, causing the Underlying ETF, and
therefore the Fund, to lose money and decline in value. Derivatives used by
Underlying ETFs may include leverage, allowing them to obtain the right to a
return on stipulated capital that exceeds the amount paid or invested. Use of
leverage is speculative and could magnify losses. Although certain Underlying
ETFs may comply with their obligations related to certain derivatives in
accordance with Rule 18f-4 under the 1940 Act, as applicable, the Fund’s
value-at-risk limitations (if applicable) may not prevent losses greater than
the value of those obligations. Other Underlying ETFs may not employ any risk
management procedures at all, leading to even greater losses. Due to the Fund’s
investments in Underlying ETFs, the value of the Fund’s Shares may be
volatile.
Value
Style Investing Risk.
A value stock may not increase in price if other investors fail to recognize the
company’s value and bid up the price, or the markets favor faster-growing
companies. Cyclical stocks in which a Fund may invest tend to lose value more
quickly in periods of anticipated economic downturns than non-cyclical stocks.
Companies that may be considered out of favor, particularly companies emerging
from bankruptcy, may tend to lose value more quickly in periods of anticipated
economic downturns, may have difficulty retaining customers and suppliers and,
during economic downturns, may have difficulty paying their debt obligations or
finding additional financing.
FUND
MANAGEMENT
Investment
Adviser
Empowered
Funds, LLC dba EA Advisers serves as the Funds’ investment adviser (the
“Adviser”). The Adviser is located at 3803 West Chester Pike, Suite 150, Newtown
Square, PA 19073 and is wholly-owned by Alpha Architect, LLC. The Adviser is
registered with the Securities and Exchange Commission (“SEC”) under the
Investment Advisers Act of 1940 and provides investment advisory services to the
Funds other exchange-traded funds, and Alpha Architect, LLC, its parent company.
The Adviser was founded in October 2013.
The
Adviser selects the Funds’ sub-adviser and oversees the sub-adviser’s management
of each Fund. The Adviser is responsible for overseeing the management and
business affairs of the Funds, and has discretion to purchase and sell
securities in accordance with each Fund’s objectives, policies and restrictions.
The Adviser continuously reviews, supervises and administers each Fund’s
investment programs pursuant to the terms of investment advisory agreement (the
“Advisory Agreement”) between the Trust and the Adviser. The Adviser is entitled
to an annual advisory fee based on its average daily net assets for the services
and facilities it provides payable at the annual rates set forth in the table
below:
|
|
|
|
|
| |
| Fund |
Advisory
Fee |
|
Cambria
Endowment Style 2 ETF |
0.00% |
|
Cambria
Global EW 2 ETF |
0.25% |
|
Cambria
US Large Cap Equity ETF |
0.25% |
The
Adviser (or an affiliate of the Adviser) bears all of the Adviser’s own costs
associated with providing these advisory services and all expenses of the Funds,
except for the fee payment under the Advisory Agreement, payments under the
Funds’ Rule 12b-1 Distribution and Service Plan (the “Plan”), brokerage
expenses, acquired fund fees and expenses (including affiliated funds’ fees and
expenses), taxes (including tax-related services), interest (including borrowing
costs), litigation expenses (including class action-related services) and other
non-routine or extraordinary expenses.
The
Adviser has contractually agreed to waive receipt of its management fees for GEQ
to the extent necessary to offset any acquired fund fees and expenses relating
to the Fund’s investment in the Cambria US EW ETF through March 31, 2027 or
until GEQ has not owned any shares of the Cambria US EW ETF for a 30-day period,
whichever comes first. Any acquired fund fees and expenses associated with GEQ’s
investments in any other acquired funds are not included in the fee
waiver.
The
Advisory Agreement for the Funds provides that it may be terminated at any time,
without the payment of any penalty, by the Board or, with respect to the Fund,
by a majority of the outstanding shares of the Fund, on 60 days’ written notice
to the Adviser, and by the Adviser upon 60 days’ written notice, and that it
shall be automatically terminated if it is assigned. The Adviser retains the
authority, pursuant to the terms of the investment sub-advisory agreement, to
exercise its right to control the overall management of each Fund’s
assets.
Investment
Sub-Adviser
The
Adviser has retained Cambria Investment Management, L.P., an investment adviser
registered with the SEC, to provide sub-advisory services for the Funds. The
Sub-Adviser is organized as a Delaware limited partnership with its principal
office located at 3300 Highland Avenue, Manhattan Beach, California 90266, and
was founded in 2006. The Sub-Adviser offers investment management services to
individual and institutional clients, as well as the Funds, and primarily
allocates client assets among various
ETFs,
and individual debt and equity securities in accordance with their stated
investment objectives. The Sub-Adviser is responsible for determining the
investments for the Funds, subject to the overall supervision and oversight of
the Adviser and the Board.
The
Sub-Adviser has discretionary responsibility to select a Fund’s investments in
accordance with the Fund’s investment objectives, policies and restrictions. The
Sub-Adviser is not responsible for selecting broker-dealers or placing a Fund’s
trades. Rather, the Sub-Adviser constructs the overall portfolio and provides
trading instructions to the Adviser, and, in turn, the Adviser is responsible
for selecting broker-dealers and placing a Fund’s trades.
For
its services, the Adviser pays Sub-Adviser a fee, which is calculated daily and
paid monthly, at an annual rate based on each Fund’s average daily net assets as
follows:
|
|
|
|
|
| |
| Fund |
Sub-Advisory
Fee |
|
Cambria
Endowment Style 2 ETF |
0.00% |
|
Cambria
Global EW 2 ETF |
0.13% |
|
Cambria
US Large Cap Equity ETF |
0.13% |
Fund
Sponsor
The
Adviser has entered into a fund sponsorship agreement with the Sub-Adviser
pursuant to which the Sub-Adviser is also the sponsor of the Funds (“Fund
Sponsor”). Under this arrangement, the Fund Sponsor has agreed to provide
financial support to the Funds (as described below) and, in turn, the Adviser
has agreed to share with the Fund Sponsor a portion of profits, if any,
generated by each Fund’s Advisory Fee (also as described below). Every month,
the Advisory Fee, which is a unitary management fee, is calculated and paid to
the Adviser.
If
the amount of the unitary management fee exceeds each Fund’s operating expenses
and the Adviser-retained amount, the Adviser pays the net total to the Fund
Sponsor. The amount paid to the Fund Sponsor represents both the sub-advisory
fee and any remaining profits from the Advisory Fee. During months where there
are no profits or the funds are not sufficient to cover the entire sub-advisory
fee, the sub-advisory fee is automatically waived.
If
the amount of the unitary management fee is less than each Fund’s operating
expenses and the Adviser-retained amount, the Fund Sponsor is obligated to
reimburse the Adviser for the shortfall.
The
Adviser-retained amount represents an agreed upon fee arrangement between the
Adviser and Fund Sponsor. This arrangement calls for the Fund Sponsor to pay the
Adviser a fee and reimburse the Adviser for certain Fund operating expenses it
paid pursuant to the Advisory Agreement.
APPROVAL
OF ADVISORY AGREEMENT & INVESTMENT SUB-ADVISORY AGREEMENTS
A
discussion regarding the basis for the Board’s approval of the Advisory
Agreement and the Sub-Advisory Agreement with respect to the Funds will
available in each Fund’s first Form N-CSR.
Manager
of Managers Structure
The
Adviser and the Trust have received an exemptive order (the “Order”) from the
SEC that allows each Fund to operate in a “manager of managers” structure
whereby the Adviser can appoint and replace unaffiliated sub-advisers, and enter
into, amend and terminate sub-advisory agreements with such sub-advisers, each
subject to Board approval, but without obtaining prior shareholder approval
(“Manager of Managers Structure”). Each Fund will, however, inform shareholders
of the hiring of any new sub-adviser within 90 days after the hiring, to the
extent the Fund is relying on the Order. The Order provides each Fund with
greater flexibility and efficiency by preventing the Fund from incurring the
expense and delays associated with obtaining shareholder approval of such
sub-advisory agreements.
To
the extent each Fund relies on the Order, a Fund’s use of the Manager of
Managers Structure is subject to certain conditions that are set forth in the
Order. Under the Manager of Managers Structure, the Adviser has the ultimate
responsibility, subject to oversight by the Board, to oversee sub-advisers and
recommend their hiring, termination and replacement. The Adviser will also,
subject to the review and approval of the Board, set each Fund’s overall
investment strategy; evaluate, select and recommend sub-advisers to manage all
or a portion of each Fund’s assets; and implement procedures reasonably designed
to ensure that each sub-adviser complies with each Fund’s investment goal,
policies and restrictions. Subject to review by the Board, the Adviser will
allocate and, when appropriate, reallocate each Fund’s assets among sub-advisers
and monitor and evaluate the sub-advisers’ performance.
PORTFOLIO
MANAGERS
The
portfolio managers are jointly and primarily responsible for various functions
related to portfolio management, including, but not limited to, making
recommendations (or implementing) with respect to the following: investing cash
inflows, implementing investment strategy, researching and reviewing investment
strategy, and overseeing members of the portfolio management team with more
limited responsibilities.
Mebane
T. Faber has been co-founder and the Chief Investment Officer of the Sub-Adviser
since 2006, Chief Executive Officer since 2018, and has been a portfolio manager
of each Fund since their inception. Mr. Faber is the manager of Sub-Adviser’s
separate accounts and private investment funds for accredited investors. Mr.
Faber is also the author of the Mebane Faber Research blog, author of
Shareholder Yield, and the co-author of The Ivy Portfolio: How to Invest Like
the Top Endowments and Avoid Bear Markets. Mr. Faber graduated from the
University of Virginia with a double major in Engineering Science and
Biology.
Jonathan
Keetz, has been the Chief Operating Officer of Cambria since 2020, served as
Vice President of Cambria from 2015 to 2020, and has been a portfolio manager of
each Fund since their inception. Mr. Keetz graduated from Bryant University with
a Master of Business Administration in 2012.
The
Funds’ Statement of Additional Information (“SAI”) provides additional
information about the portfolio managers, including other accounts each manages,
their ownership in each Fund, and compensation.
OTHER
SERVICE PROVIDERS
ALPS
Distributors, Inc. (“Distributor”) serves as the distributor of Creation Units
(defined above) for the Fund on an agency basis. The Distributor does not
maintain a secondary market in Shares.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, is
the administrator, fund accountant, and transfer agent for the Funds.
U.S.
Bank National Association is the custodian for the Funds.
Practus,
LLP, 11300 Tomahawk Creek Parkway, Suite 310, Leawood, Kansas 66211, serves as
legal counsel to the Trust.
Tait,
Weller & Baker LLP, 50 South 16th Street, Suite 2900, Philadelphia,
Pennsylvania 19102, serves as each Fund’s independent registered public
accounting firm. The independent registered public accounting firm is
responsible for auditing the annual financial statements of each Fund.
THE
EXCHANGE
Shares
are not sponsored, endorsed or promoted by the Exchange. The Exchange is not
responsible for, nor has it participated in, the determination of the timing of,
prices of, or quantities of Shares to be issued, nor in the determination or
calculation of the equation by which Shares are redeemable. The Exchange has no
obligation or liability to owners of Shares in connection with the
administration, marketing or trading of Shares. Without limiting any of the
foregoing, in no event shall the Exchange have any liability for any direct,
indirect, special, punitive, consequential or any other damages (including lost
profits) even if notified of the possibility of such damages.
BUYING
AND SELLING FUND SHARES
Each
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem.
Creation Units are generally issued and redeemed only in-kind for securities
although a portion may be in cash.
Shares
will trade on the secondary market, however, which is where most retail
investors will buy and sell Shares. It is expected that only a limited number of
institutional investors, called Authorized Participants or “APs,” will purchase
and redeem Shares directly from the Funds. APs may acquire Shares directly from
the Funds, and APs may tender their Shares for redemption directly to the Funds,
at NAV per Share only in large blocks, or Creation Units. Purchases and
redemptions directly with each Fund must follow the Fund’s procedures, which are
described in the SAI.
Except
when aggregated in Creation Units, Shares are not redeemable with each Fund.
BUYING
AND SELLING SHARES ON THE SECONDARY MARKET
Most
investors will buy and sell Shares in secondary market transactions through
brokers and, therefore, must have a brokerage account to buy and sell Shares.
Shares can be bought or sold through your broker throughout the trading day like
shares of any publicly traded issuer. The Trust does not impose any redemption
fees or restrictions on redemptions of Shares in the secondary market. When
buying or selling Shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offered prices in the secondary market for Shares. The price at
which you buy or
sell
Shares (i.e.,
the market price) may be more or less than the NAV of the Shares. Unless imposed
by your broker, there is no minimum dollar amount you must invest in the Funds
and no minimum number of Shares you must buy.
The
Exchange is generally open Monday through Friday and is closed for weekends and
the following holidays: New Year’s Day, Martin Luther King, Jr. Day,
Washington’s Birthday, Good Friday, Memorial Day, Juneteenth National
Independence Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day.
For
information about buying and selling Shares on the Exchange or in the secondary
markets, please contact your broker or dealer.
Book
Entry.
Shares are held in book entry form, which means that no stock certificates are
issued. The Depository Trust Company (“DTC”), or its nominee, will be the
registered owner of all outstanding Shares and is recognized as the owner of 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 on the procedures of DTC and its participants. These
procedures are the same as those that apply to any stocks that you hold in book
entry or “street name” through your brokerage account. Your account information
will be maintained by your broker, which will provide you with account
statements, confirmations of your purchases and sales of Shares, and tax
information. Your broker also will be responsible for distributing income
dividends and capital gain distributions and for ensuring that you receive
shareholder reports and other communications from the Funds.
Share
Trading Prices.
The trading prices of Shares may differ from the a Fund’s daily NAV and can be
affected by market forces of supply and demand for Shares, the prices of a
Fund’s portfolio securities, economic conditions and other factors.
The
Exchange, through the facilities of the Consolidated Tape Association or another
market information provider, intends to disseminate the approximate value of
each Fund’s portfolio every fifteen seconds during regular U.S. trading hours.
This approximate value should not be viewed as a “real-time” update of the NAV
of the fund because the approximate value may not be calculated in the same
manner as the NAV, which is computed once a day. The quotations for certain
investments may not be updated during U.S. trading hours if such holdings do not
trade in the U.S., except such quotations may be updated to reflect currency
fluctuations. Each Fund is not involved in, or responsible for, the calculation
or dissemination of the approximate values and makes no warranty as to the
accuracy of these values.
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 Funds on an ongoing basis, a “distribution,”
as such term is used in the Securities Act, may occur at any point.
Broker-dealers and other persons are cautioned that some activities on their
part may, depending on the circumstances, result in their being deemed
participants in a distribution in a manner which could render them statutory
underwriters and subject them to the prospectus delivery requirements and
liability provisions of the Securities Act. For example, a broker-dealer firm or
its client may be deemed a statutory underwriter if it takes Creation Units
after placing an order with the Distributor, breaks them down into constituent
Shares and sells the 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 characterization 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(a)(3) of the Securities Act is
not available in respect of such transactions as a result of Section 24(d)
of the Investment Company Act of 1940, as amended (the “Investment Company
Act”). As a result, broker-dealer firms should note that dealers who are not
“underwriters” but are participating in a distribution (as contrasted with
engaging in ordinary secondary market transactions) and thus dealing with the
Shares that are part of an overallotment within the meaning of Section
4(a)(3)(C) of the Securities Act, will be unable to take advantage of the
prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.
For delivery of prospectuses to exchange members, the prospectus delivery
mechanism of Rule 153 under the Securities Act is only available with respect to
transactions on a national exchange.
ACTIVE
INVESTORS AND MARKET TIMING
The
Board has evaluated the risks of market timing activities by the Funds’
shareholders. The Board noted that Shares can be purchased and redeemed directly
from the Funds only in Creation Units by APs and that the vast majority of
trading in Shares occurs on the secondary market. Because the secondary market
trades do not directly involve the Funds, it is unlikely those trades would
cause the harmful effects of market timing, including dilution, disruption of
portfolio management, increases in each Fund’s trading costs and the realization
of capital gains. With regard to the purchase or redemption of Creation Units
directly with the Funds, to the
extent
effected in-kind (i.e.,
for securities), the Board noted that those trades do not cause the harmful
effects (as previously noted) that may result from frequent cash trades. To the
extent trades are effected in whole or in part in cash, the Board noted that
those trades could result in dilution to the Funds and increased transaction
costs, which could negatively impact each Fund’s ability to achieve its
investment objective, although in certain circumstances (e.g.,
in conjunction with a reallocation of each Fund’s investments), such trades may
benefit Fund shareholders by increasing the tax efficiency of the Funds. The
Board also noted that direct trading by APs is critical to ensuring that Shares
trade at or close to NAV. In addition, the Funds will impose transaction fees on
purchases and redemptions of Shares to cover the custodial and other costs
incurred by the Funds in effecting trades. Given this structure, the Board
determined that it is not necessary to adopt policies and procedures to detect
and deter market timing of Shares.
DISTRIBUTION
AND SERVICE PLAN
Each
Fund has adopted the Plan pursuant to Rule 12b-1 under the Investment Company
Act. Under the Plan, each Fund may be authorized to pay distribution fees of up
to 0.25% of its average daily net assets each year to the Distributor and other
firms that provide distribution and shareholder services (“Service Providers”).
As of the date of this Prospectus, the maximum amount payable under the Plan is
set at 0% until further action by the Board. In the event 12b-1 fees are
charged, over time they would increase the cost of an investment in the Funds
because they would be paid on an ongoing basis.
NET
ASSET VALUE
The
NAV of Shares is calculated each business day as of the close of regular trading
on the New York Stock Exchange (“NYSE”), generally 4:00 p.m., Eastern time.
Each
Fund calculates its NAV per Share by:
•Taking
the current market value of its total assets,
•Subtracting
any liabilities, and
•Dividing
that amount by the total number of Shares owned by shareholders.
If
you buy or sell Shares on the secondary market, you will pay or receive the
market price, which may be higher or lower than NAV. Your transaction will be
priced at NAV only if you purchase or redeem your Shares in Creation Units.
Because
securities listed on foreign exchanges may trade on weekends or other days when
each Fund does not price its Shares, the NAV of the Fund, to the extent it may
hold foreign securities, may change on days when shareholders will not be able
to purchase or sell Shares. In particular, where all or a portion of each Fund’s
underlying securities trade in a market that is closed when the market in which
the Fund’s shares are listed and trading in that market is open, there may be
changes between the last quote from its closed foreign market and the value of
such security during the Fund’s domestic trading day. In addition, please note
that this in turn could lead to differences between the market price of each
Fund’s shares and the underlying value of those shares.
Equity
securities that are traded on a national securities exchange, except those
listed on the NASDAQ Global Market®
(“NASDAQ”) are valued at the last reported sale price on the exchange on which
the security is principally traded. Securities traded on NASDAQ will be valued
at the NASDAQ Official Closing Price (“NOCP”). If, on a particular day, an
exchange-traded or NASDAQ security does not trade, then the most recent quoted
bid for exchange traded or the mean between the most recent quoted bid and ask
price for NASDAQ securities will be used. Equity securities that are not traded
on a listed exchange are generally valued at the last sale price in the
over-the-counter market. If a nonexchange traded security does not trade on a
particular day, then the mean between the last quoted closing bid and asked
price will be used.
The
value of assets denominated in foreign currencies is converted into U.S. dollars
using exchange rates deemed appropriate by the Funds.
Redeemable
securities issued by open-end investment companies are valued at the investment
company’s applicable net asset value, with the exception of exchange-traded
open-end investment companies which are priced as equity securities.
If
a market price is not readily available or is deemed not to reflect market
value, the Funds will determine the price of the security held by the Fund based
on a determination of the security’s fair value pursuant to policies and
procedures approved by the Board.
To
the extent each Fund holds securities that may trade infrequently, fair
valuation may be used more frequently. Fair valuation may have the effect of
reducing stale pricing arbitrage opportunities presented by the pricing of
Shares. However, when each Fund uses fair valuation to price securities, it may
value those securities higher or lower than another fund would have priced the
security. Also, the use of fair valuation may cause the Shares’ NAV performance
to diverge from the Shares’ market price and from the performance of various
benchmarks used to compare each Fund’s performance because benchmarks generally
do not use fair valuation techniques.
Because
of the judgment involved in fair valuation decisions, there can be no assurance
that the value ascribed to a particular security is accurate.
FUND
WEBSITE AND DISCLOSURE OF PORTFOLIO HOLDINGS
The
Trust maintains a website for the Funds at https://cambriafunds.com. Among other
things, the website includes this Prospectus and the SAI, and will include the
Funds’ annual and semi-annual reports to shareholders, financial information,
holdings, and proxy information. The website shows each Fund’s daily NAV per
share, market price, and premium or discount, each as of the prior business day.
The website also shows the extent and frequency of each Fund’s premiums and
discounts. Further, the website includes each Fund’s median bid-ask spread over
the most recent thirty calendar days.
Each
day a Fund is open for business, the Trust publicly disseminates each Fund’s
full portfolio holdings as of the close of the previous day through its website
at https://cambriafunds.com. A description of the Trust’s policies and
procedures with respect to the disclosure of a Fund’s portfolio holdings is
available in the SAI.
INVESTMENTS
BY OTHER INVESTMENT COMPANIES
For
purposes of the Investment Company Act, Shares are issued by a registered
investment company and purchases of such Shares by registered investment
companies and companies relying on Section 3(c)(1) or 3(c)(7) of the Investment
Company Act are subject to the restrictions set forth in Section 12(d)(1) of the
Investment Company Act, except as permitted by Rule 6c-11, Rule 12d1-4, or an
exemptive order of the SEC.
DIVIDENDS,
DISTRIBUTIONS, AND TAXES
As
with any investment, you should consider how your investment in Shares will be
taxed. The tax information in this Prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in Shares.
Unless
your investment in Shares is made through a tax-exempt entity or tax-deferred
retirement account, such as an IRA, you need to be aware of the possible tax
consequences when:
•Your
Fund makes distributions,
•You
sell your Shares listed on the Exchange, and
•You
purchase or redeem Creation Units.
Dividends
and Distributions
Dividends
and Distributions.
Each Fund intends to elect and intends to qualify each year as a regulated
investment company under the Internal Revenue Code of 1986, as amended. As a
regulated investment company, a Fund generally pays no U.S. federal income tax
on the income and gains it distributes to you. Each Fund expects to declare and
to distribute its net investment income, if any, to shareholders as dividends
quarterly. Each Fund will distribute net realized capital gains, if any, at
least annually. A Fund may distribute such income dividends and capital gains
more frequently, if necessary, in order to reduce or eliminate U.S. federal
excise or income taxes on the Fund. The amount of any distribution will vary,
and there is no guarantee a Fund will pay either an income dividend or a capital
gains distribution. Distributions may be reinvested automatically in additional
whole Shares only if the broker through whom you purchased Shares makes such
option available.
Avoid
“Buying a Dividend.”
At the time you purchase Shares of a Fund, the Fund’s NAV may reflect
undistributed income, undistributed capital gains, or net unrealized
appreciation in value of portfolio securities held by the Fund. For taxable
investors, a subsequent distribution to you of such amounts, although
constituting a return of your investment, would be taxable. Buying Shares in a
Fund just before it declares an income dividend or capital gains distribution is
sometimes known as “buying a dividend.”
Taxes
Tax
Considerations.
Each Fund expects, based on its investment objective and strategies, that its
distributions, if any, will be taxable as ordinary income, capital gains, or
some combination of both. This is true whether you reinvest your distributions
in additional Shares or receive them in cash. For U.S. federal income tax
purposes, Fund distributions of short-term capital gains are taxable to you as
ordinary income. Fund distributions of long-term capital gains are taxable to
you as long-term capital gain no matter how long you have owned your Shares. A
portion of income dividends reported by a Fund may be qualified dividend income
eligible for taxation by certain shareholders at long-term capital gain rates
provided certain holding period requirements are met.
Taxes
on Sales of Shares.
A sale or exchange of Shares is a taxable event and, accordingly, a capital gain
or loss will generally be recognized. Currently, any capital gain or loss
realized upon a sale of Shares generally is treated as long-term capital gain or
loss if the
Shares
have been held for more than one year and as short-term capital gain or loss if
the Shares have been held for one year or less. The ability to deduct capital
losses may be limited.
Medicare
Tax.
An additional 3.8% Medicare tax is imposed on certain net investment income
(including ordinary dividends and capital gain distributions received from a
Fund and net gains from redemptions or other taxable dispositions of Shares) of
U.S. individuals, estates, and trusts to the extent that such person’s “modified
adjusted gross income” (in the case of an individual) or “adjusted gross income”
(in the case of an estate or trust) exceeds a threshold amount. This Medicare
tax, if applicable, is reported by you on, and paid with, your U.S. federal
income tax return.
Backup
Withholding.
By law, if you do not provide a Fund with your proper taxpayer identification
number and certain required certifications, you may be subject to backup
withholding on any distributions of income, capital gains or proceeds from the
sale of your Shares. A Fund also must backup withhold if the Internal Revenue
Service (“IRS”) instructs it to do so. When backup withholding is required, the
amount will be 24% of any distributions or proceeds paid.
State
and Local Taxes.
Fund distributions and gains from the sale or exchange of your Shares generally
are subject to applicable state and local taxes.
Taxes
on Purchase and Redemption of Creation Units.
An AP who exchanges equity securities for Creation Units generally will
recognize a gain or a loss. The gain or loss will be equal to the difference
between the market value of the Creation Units at the time of purchase and the
exchanger’s aggregate basis in the securities surrendered and the cash amount
paid. A person who exchanges Creation Units for equity securities generally will
recognize a gain or loss equal to the difference between the exchanger’s basis
in the Creation Units and the aggregate market value of the securities received
and the cash amount received. The IRS, however, may assert that a loss realized
upon an exchange of securities for Creation Units cannot be deducted currently
under the rules governing “wash sales,” or on the basis that there has been no
significant change in economic position. Persons exchanging securities should
consult their own tax advisor with respect to whether the wash sale rules apply
and when a loss might not be deductible.
Under
current U.S. federal tax laws, any capital gain or loss realized upon redemption
of Creation Units is generally treated as long-term capital gain or loss if the
Shares have been held for more than one year and as a short-term capital gain or
loss if the Shares have been held for one year or less.
If
a Fund redeems Creation Units in cash, it may recognize more capital gains than
it will if it redeems Creation Units in-kind.
Foreign
Tax Credits.
If a Fund qualifies to pass through to you the tax benefits from foreign taxes
it pays on its investments, and elects to do so, then any foreign taxes it pays
on these investments may be passed through to you as a foreign tax
credit.
Non-U.S.
Investors.
Non-U.S. investors may be subject to U.S. federal withholding tax at a 30% or
lower treaty rate and are subject to special U.S. federal tax certification
requirements to avoid backup withholding and claim any treaty benefits. An
exemption from U.S. federal withholding tax is provided for capital gain
dividends paid by a Fund from long-term capital gains, if any. However,
interest-related dividends paid by a Fund from its qualified net interest income
from U.S. sources and short-term capital gain dividends may be exempt from U.S.
withholding provided the Fund makes certain designations and other requirements
are met. Furthermore, notwithstanding such exemptions from U.S. federal
withholding at the source, any such dividends and distributions of income and
capital gains will be subject to U.S. federal backup withholding at a rate of
24% if you fail to properly certify that you are not a U.S. person. In addition,
U.S. estate tax may apply to Shares of a Fund.
Other
Reporting and Withholding Requirements.
Under the Foreign Account Tax Compliance Act (FATCA), each Fund will be required
to withhold a 30% tax on (i) income dividends paid by the Fund, and (ii)
possibly in the future, certain capital gain distributions and the proceeds
arising from the sale of Shares paid by the Fund, to certain foreign entities,
referred to as foreign financial institutions or non-financial foreign entities,
that fail to comply (or be deemed compliant) with extensive reporting and
withholding requirements designed to inform the U.S. Department of the Treasury
of U.S.-owned foreign investment accounts. A Fund may disclose the information
that it receives from its shareholders to the IRS, non-U.S. taxing authorities
or other parties as necessary to comply with FATCA. Withholding also may be
required if a foreign entity that is a shareholder of a Fund fails to provide
the Fund with appropriate certifications or other documentation concerning its
status under FATCA.
Possible
Tax Law Changes.
At the time that this prospectus is being prepared, various administrative and
legislative changes to the U.S. federal tax laws are under consideration, but it
is not possible at this time to determine whether any of these changes will be
made or what the changes might entail.
This
discussion of “Dividends, Distributions and Taxes” is not intended or written to
be used as tax advice. Because everyone’s tax situation is unique, you should
consult your tax professional about U.S. federal, state, local or foreign tax
consequences before making an investment in a Fund.
FINANCIAL
HIGHLIGHTS
Each
Fund is newly organized and therefore has not yet had any operations as of the
date of this Prospectus and does not have financial highlights to present at
this time.
If
you would like more information about the Funds and the Trust, the following
documents are available free, upon request:
ANNUAL/SEMI-ANNUAL
REPORTS TO SHAREHOLDERS
Additional
information about each Fund will be in its annual and semi-annual reports to
shareholders and in Form N-CSR. The annual report explains the market conditions
and investment strategies affecting each Fund’s performance during the last
fiscal year. In Form N-CSR, you will find the Fund’s annual and semi-annual
financial statements.
STATEMENT
OF ADDITIONAL INFORMATION
The
SAI dated May 21, 2026, which contains more details about the Funds, is
incorporated by reference in its entirety into this Prospectus, which means that
it is legally part of this Prospectus.
Recent
information regarding each Fund covered by this Prospectus, including its NAV,
market price, premiums and discounts, and bid/ask spreads, is available on the
Funds’ website listed below. To receive a free copy of the latest annual or
semi-annual report, or the SAI, or to request additional information about the
Funds, please contact us as follows:
|
|
|
|
|
|
|
|
|
|
|
| |
| |
Call: |
|
(215)
330-4476 |
| |
|
|
|
| |
Write: |
|
3803
West Chester Pike, Suite 150 |
| |
|
|
Newtown
Square, PA 19073 |
| |
|
|
|
| |
Visit: |
|
https://cambriafunds.com |
INFORMATION
PROVIDED BY THE SECURITIES AND EXCHANGE COMMISSION
Reports
and other information about the Funds are also available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or
Investment
Company Act File No. 811-22961.