ck0001592900-20260713
4977/13/2026EA Series
Trust0001592900falseN-1Axbrli:pureiso4217:USD0001592900ck0001592900:S000106011Member2026-07-132026-07-1300015929002026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:C000276834Member2026-07-132026-07-130001592900ck0001592900:S000106011Memberoef:RiskLoseMoneyMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberoef:RiskNotInsuredDepositoryInstitutionMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:LargeCapitalizationCompaniesRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:MidCapitalizationCompaniesRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:QualityStocksRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:ValueStyleInvestingRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:GrowthStockInvestmentRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:InvestmentRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberoef:RiskNondiversifiedStatusMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:EquityInvestingRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:ForeignInvestmentRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:DepositaryReceiptsRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:ETFRisksMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:ETFRisksAuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:ETFRisksPremiumDiscountRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:ETFRisksCostOfTradingRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:ETFRisksTradingRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:SectorRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:ManagementRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:QuantitativeSecuritySelectionRiskMember2026-07-132026-07-130001592900ck0001592900:S000106011Memberck0001592900:NewFundRiskMember2026-07-132026-07-13
QUALIVIAN FOCUS FUND
ETF
Ticker
Symbol: QFF
Listed
on The Nasdaq Stock Market LLC
Prospectus
July 13, 2026
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
QUALIVIAN
FOCUS FUND ETF
Fund
Summary
INVESTMENT
OBJECTIVE
The
Qualivian Focus Fund ETF (the “Fund”) seeks to achieve long-term 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 |
0.50 |
% |
|
Distribution
and/or Service (12b-1) Fees |
0.00 |
% |
|
Other
Expenses1 |
0.00 |
% |
|
Total
Annual Fund Operating Expenses |
0.50 |
% |
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: |
|
| |
$51 |
$160 |
|
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 primarily in equity securities of large-
and mid-capitalization companies that Qualivian Investment Partners, the Fund’s
sub-adviser, believes are high quality, growing businesses that are trading at
reasonable valuations. The Sub-Adviser refers to these companies as “Quality
Compounders.”
The
Sub-Adviser defines Quality Compounders as companies that it believes (1)
possess durable competitive advantages (e.g., cost leadership, network effects,
differentiated product/service, customer stickiness, brand loyalty and
recognition, patents and intellectual property), (2) are led by owner-oriented
management teams with a history of intelligent capital allocation, (3) have high
returns on capital, and (4) enjoy opportunities to reinvest excess capital at
similar high returns. The Quality Compounders will, in the Sub-Adviser’s
opinion, enjoy sustainable competitive moats (i.e., protections against
competition) that generate significant free cash flow and have management teams
with a history of successful capital allocation (e.g., strategically reinvesting
capital back into the business through such things as capital expenditures in
property, plant & equipment (PP&E), research and development (R&D),
brand building, and acquisitions that generate returns in excess of their cost
of capital). The Fund may, at times, have exposure to foreign companies through
its investments in American Depositary Receipts (“ADRs”).
Investment
Process
The
Sub-Adviser’s investment strategy seeks to produce a consistent, repeatable
process that focuses on extensive fundamental research, downside protection, and
shareholder value creation. The Sub-Adviser has developed a proprietary
methodology for selecting investments that blends both quantitative and
qualitative analysis. The Sub-Adviser’s investment process has four stages:
•Stage
1: Idea Generation/Research/Valuation:
Idea generation involves looking for investments that exhibit key traits of
Quality Compounders and are valued below their intrinsic value (i.e., the value
assigned to the company by the Sub-Adviser). The Sub-Adviser’s quantitative
screening process, which considers various types of data, such as financial
metrics, earnings, and market trends, is designed to narrow the Fund’s universe
to a manageable number of companies to monitor and assess. The Sub-Adviser then
thoroughly assesses each company in order to estimate a range of intrinsic
values for each company, looking for the highest quality companies that are
trading at a discount to their intrinsic values.
•Stage
2: Portfolio Construction:
The portfolio construction process is based on bottom-up fundamental stock
selection and a rigorous valuation analysis, selecting those stocks that the
Sub-Adviser believes have the most attractive growth and return prospects and
that are priced at an appropriate discount to the Sub-Adviser’s assessment of
their long-term intrinsic value. The bottom-up fundamental stock selection
process involves the Sub-Adviser analyzing a company’s financial statements,
including its income statement, balance sheet, and cash flow statement to gauge
its financial health. This review may include looking at one or more of the
following financial metrics: a company’s earnings per share, price-to-earnings
ratio, price-to- cash flows, earnings growth, and/or growth of cash flows. The
Sub-Adviser attempts to balance the risk-reward of each stock position and to
weight it accordingly. The Sub-Adviser believes that the primary purpose of
portfolio construction is to manage the potential for permanent capital loss.
Since the Sub-Adviser’s investment process seeks to avoid material portfolio
impairment if any one judgment is wrong, the Sub-Adviser believes it is
important to understand the degree to which the long-term economic drivers of
the portfolio’s underlying companies are similar, so that the Sub-Adviser can
seek to size the combined exposure appropriately. The Sub-Adviser seeks to allow
the overall process to drive long-term results rather than being over-reliant on
any one investment decision.
•Stage
3: Portfolio Management:
The Sub-Adviser aims to continuously monitor and rebalance the Fund’s portfolio
to target weights based on potential upside performance and overall sector and
other risk exposures. The Sub-Adviser’s focus is on achieving what it believes
is the best possible safe compounding of capital
over
a period of many years (i.e., targeted average holding period of 3-5 years)
rather than managing short-term volatility of returns. Furthermore, the
Sub-Adviser will apply a disciplined portfolio “pruning” process, adding a new
position if it displaces a less attractive holding.
•Stage
4: Risk Management:
The
Sub-Adviser believes there is no substitute for considering both individual
investments, and how they fit together in the Fund’s portfolio. In respect of
individual securities, the Sub-Adviser believes that investing in Quality
Compounders reduces chances of permanent capital loss given strong franchise
characteristics. The Sub-Adviser determines an investment’s margin of safety
based on its assessment of the combination of the quality
of
the underlying company and the discount from a conservative appraisal of
intrinsic value offered by the price
at
which the stock is trading. Furthermore, the Fund will be subject to the
following investment restrictions, measured at the time of purchase, in order to
avoid concentrated factor exposures: (i) the net exposure of the Fund in a
single issuer shall not exceed 12% of the Fund’s net asset value and (ii) the
Fund’s exposure to any one sector will typically not exceed 30%-35% of the
Fund’s net asset value.
General
Portfolio Information
Following
the four-stage investment process, the Sub-Adviser will select a focused
portfolio of approximately 20-25 companies that the Sub-Adviser believes are
Quality Compounders. These companies are selected because the Sub-Adviser
believes they offer the potential for long-term compounding of capital. Position
sizes will generally range between 2% and 12% while sector weightings in the
Fund are driven by the Sub-Adviser’s outlook which means the Fund may at times
be overweight some sectors while omitting other sectors. The specific sector
allocations will likely be different over time as the economic and market
environments change. The Fund is not managed relative to a particular securities
index or securities benchmark. Rather, the Sub-Adviser makes investment
decisions based on the results of its research processes.
The
Sub-Adviser will consider selling or paring back a portfolio holding based on
the following considerations: the investment thesis is no longer supported; the
price exceeds the upper end of the estimated valuation range, set by the
Sub-Adviser; to reduce outsized positions for risk management purposes; or if a
relatively better investment opportunity is identified.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were a diversified fund.
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 Fund’s Principal Investment Risks.”
Large-Capitalization
Companies Risk.
Large-capitalization companies’ stocks 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.
Mid-Capitalization
Companies Risk. Investing in securities of mid-capitalization companies involves
greater risk than customarily is associated with investing in larger, more
established companies. These companies’ securities may be more volatile and less
liquid than those of more established companies. Often mid-capitalization
companies and the industries in which they focus are still evolving and, as a
result, they may be more sensitive to changing market
conditions.
Quality
Stocks Risk. Stocks
included in the Fund are deemed by the Sub-Adviser to be quality stocks, but
there is no guarantee that the past performance of these stocks will continue.
Companies that issue these stocks may experience a decline in value, as well as
increased leverage, resulting in lower than expected or negative returns to Fund
shareholders. Many factors can affect a stock’s quality and performance, and the
impact of these factors on a stock or its price can be difficult to
predict.
Value-Style
Investing Risk.
The Sub-Adviser may be wrong in its assessment of a company’s value, and the
stocks the Fund owns may not reach what the Sub-Adviser believes are their true
values. The market may not favor value-oriented stocks and may not favor
equities at all, which may cause the Fund’s relative performance to suffer.
Value stocks can perform differently from the market as a whole and from other
types of stocks. While certain value stocks may increase in value more quickly
during periods of anticipated economic upturn, they may also lose value more
quickly in periods of anticipated economic downturn. Furthermore, there is the
risk that the factors which caused the depressed valuations are longer term or
even permanent in nature, and that their valuations may fall or never
rise.
Growth
Stock Investment Risk.
Growth-oriented common stocks may involve larger price swings and greater
potential for loss than other types of investments. Growth stocks tend to trade
at a premium when analyzed using traditional valuation metrics such as
price-to-earnings ratio and price-to-book ratio. Due to this premium valuation,
growth stocks tend to be more susceptible to big price swings. In bull markets,
they tend to rise at a much faster pace than the overall market, and they tend
to decline at a more rapid rate in bear markets.
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.
Non-Diversification
Risk. Because the Fund is non-diversified, it may be more sensitive to
economic, business, political or other changes affecting individual issuers or
investments than a diversified fund, which may result in greater fluctuation in
the value of the Shares and greater risk of loss.
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.
Foreign
Investment Risk.
Returns on investments in foreign securities could be more volatile than, or
trail the returns on, investments in U.S. securities. Investments in or
exposures to foreign securities 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.
Depositary
Receipts Risk. The
risks of investments in depositary receipts, including American Depositary
Receipts (“ADRs”) 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.
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”). This can result in increased costs to the Fund.
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).
Sector
Risk.
To the extent the Fund invests more heavily in particular sectors of the
economy, its performance will be especially sensitive to developments that
significantly affect those sectors and the performance of the Fund could be
negatively impacted by events affecting such
sectors.
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.
Quantitative
Security Selection Risk.
Data for some companies may be less available and/or less current than data for
companies in other markets. The Sub-Adviser uses quantitative analysis, and its
processes could be adversely affected if erroneous or outdated data is utilized.
The securities selected using quantitative analysis could perform differently
from the financial markets as a whole as a result of the characteristics used in
the analysis, the weight placed on each characteristic and changes in the
characteristic’s historical trends. In addition, the investment analysis used in
making investment decisions may not adequately consider certain factors, or may
contain design flaws or faulty assumptions, any of which may result in a decline
in the value of an investment in the Fund.
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://qualivianfocusfund-etf.com.
INVESTMENT
ADVISER & INVESTMENT SUB-ADVISER
|
|
|
|
|
| |
| Investment
Adviser: |
Empowered
Funds, LLC dba EA Advisers (the “Adviser”) |
| Investment
Sub-Adviser: |
Qualivian
Investment Partners (the “Sub-Adviser”) |
PORTFOLIO
MANAGERS
Aamer
Khan and Cyril Malak are the portfolio managers and the persons primarily
responsible for the day-to-day management of the Fund. Messrs. Khan and Malak
have served as portfolio managers of the Fund since inception.
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 FUND’S INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT
STRATEGIES
The
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.
Temporary
Defensive Positions.
From time to time, the 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,
the 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, the Fund may
not achieve its investment objective.
ADDITIONAL
INFORMATION ABOUT THE FUND’S PRINCIPAL INVESTMENT RISKS
The
following information is in addition to, and should be read along with, the
description of the Fund’s principal investment risks in the sections titled
“Fund Summary—Principal Investment Risks” above.
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. When large capitalization companies are out
of favor, these securities may lose value or may not appreciate in line with the
overall market. In addition, large capitalization companies may be unable to
respond quickly to new competitive challenges, such as changes in technology or
consumer tastes, and also may not be able to attain the high growth rate of
successful small companies, especially during extended periods of economic
expansion.
Mid-Capitalization
Companies Risk.
The securities of mid-capitalization companies may be more vulnerable to adverse
issuer, market, political, or economic developments than securities of
larger-capitalization companies. The securities of mid-capitalization companies
generally trade in lower volumes and are subject to greater and more
unpredictable price changes than larger capitalization stocks or the stock
market as a whole. Some of these companies have limited product lines, markets,
and financial and managerial resources and tend to concentrate on fewer
geographical markets relative to larger capitalization companies.
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.
Quality
Stocks Risk. Stocks
included in the Fund are deemed by the Sub-Adviser to be quality stocks, but
there is no guarantee that the past performance of these stocks will continue.
Companies that issue these stocks may experience a decline in value, as well as
increased leverage, resulting in lower than expected or negative returns to Fund
shareholders. Many factors can affect a stock’s quality and performance, and the
impact of these factors on a stock or its price can be difficult to
predict.
Value-Style
Investing Risk.
The Sub-Adviser may be wrong in its assessment of a company’s value, and the
stocks the Fund owns may not reach what the Sub-Adviser believes are their true
values. The market may not favor value-oriented stocks and may not favor
equities at all, which may cause the Fund’s relative performance to suffer.
Value stocks can perform differently from the market as a whole and from other
types of stocks. While certain value stocks may increase in value more quickly
during periods of anticipated economic upturn, they may also lose value more
quickly in periods of anticipated economic downturn. Furthermore, there is the
risk that the factors which caused the depressed valuations are longer term or
even permanent in nature, and that their valuations may fall or never
rise.
Growth
Stock Investment Risk.
Growth-oriented common stocks may involve larger price swings and greater
potential for loss than other types of investments. Growth stocks tend to trade
at a premium when analyzed using traditional valuation metrics such as
price-to-earnings ratio and price-to-book ratio. Due to this premium valuation,
growth stocks tend to be more susceptible to big price swings. In bull markets,
they tend to rise at a much faster pace than the overall market, and they tend
to decline at a more rapid rate in bear markets.
Non-Diversification
Risk.
Because the Fund is non-diversified, it may be more sensitive to economic,
business, political or other changes affecting individual issuers or investments
than a diversified fund, which may result in greater fluctuation in the value of
the Shares and greater risk of loss.
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. 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 the Fund.
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”). This can result in increased costs to the Fund. 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. 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 the 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 the 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 the Fund’s underlying portfolio holdings,
which can be significantly less liquid than Shares, and this could lead to
differences between the market price of the Shares and the underlying value of
those Shares.
Sector
Risk.
To the extent the 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 the 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. The 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.
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.
Quantitative
Security Selection Risk.
Data for some companies may be less available and/or less current than data for
companies in other markets. The Sub-Adviser uses quantitative analysis, and its
processes could be adversely affected if erroneous or outdated data is utilized.
The securities selected using quantitative analysis could perform differently
from the financial markets as a whole as a
result
of the characteristics used in the analysis, the weight placed on each
characteristic and changes in the characteristic’s historical trends. In
addition, the investment analysis used in making investment decisions may not
adequately consider certain factors, or may contain design flaws or faulty
assumptions, any of which may result in a decline in the value of an investment
in the Fund.
Foreign
Investment Risk.
Returns on investments in foreign securities could be more volatile than, or
trail the returns on, investments in U.S. securities. Investments in or
exposures to foreign securities 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. Investments in foreign securities, including investments in
American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and
Global Depositary Receipts (GDRs), are subject to special risks, including the
following:
Foreign
Securities Risk.
Investments in non-U.S. securities involve 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 the value of the
Fund’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 some countries. Since foreign exchanges may be open on days when the Fund
does not price its Shares, the value of the securities in the Fund’s portfolio
may change on days when shareholders will not be able to purchase or sell the
Fund’s Shares. Conversely, Shares 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 more volatile and potentially less
liquid than other types of investments.
Capital
Controls 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 the Fund). Capital controls may impact the ability of the Fund
to buy, sell or otherwise transfer securities or currency, may adversely affect
the trading market and price for Shares of the Fund, and may cause the Fund to
decline in value.
Currency
Risk.
The Fund’s NAV is determined on the basis of U.S. dollars; therefore, the Fund
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 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 and the price of
the Fund’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.
The Fund 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 Fund’s investments to experience gains or losses. The
Fund 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 the
Fund to buy and sell securities. The procedures and rules governing foreign
transactions and custody (holding of the Fund’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 by causing the Fund to be unable to dispose of an
investment or to miss an attractive investment opportunity, or by causing Fund
assets to be uninvested for some period of time.
Depositary
Receipts Risk.
The risks of investments in depositary receipts, including American Depositary
Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”), 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 may invest in
unsponsored ADRs under various limited circumstances. It is expected that not
more than 10% of the net assets of the Fund will be invested in unsponsored
ADRs. 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 (the “Securities Act”). The Adviser will
determine the liquidity of these investments pursuant to guidelines established
by the Board. If a particular 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 decision to sell these types of ADRs or
GDRs and the point at which the Fund 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.
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.
FUND
MANAGEMENT
Investment
Adviser
Empowered
Funds, LLC dba EA Advisers serves as the Fund’s 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
Fund, other exchange-traded funds, and Alpha Architect, LLC, its parent company.
The Adviser was founded in October 2013.
The
Adviser selects the Fund’s sub-adviser and oversees the sub-adviser’s management
of the Fund. The Adviser is responsible for overseeing the management and
business affairs of the Fund, and has discretion to purchase and sell securities
in accordance with the Fund’s objectives, policies and restrictions. The Adviser
continuously reviews, supervises and administers the Fund’s investment programs
pursuant to the terms of an 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 rate of 0.50%.
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 Fund,
except for the fee payment under the Advisory Agreement, payments under the
Fund’s 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
Advisory Agreement for the Fund 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 the Fund’s
assets.
Investment
Sub-Adviser
The
Adviser has retained Qualivian Investment Partners LP, an investment adviser
registered with the SEC, to provide sub-advisory services for the Fund. The
Sub-Adviser is organized as a Massachusetts limited partnership with its
principal office located at 160 Commonwealth Ave. #402, Boston, Massachusetts
02116, and was founded in 2016. The Sub-Adviser offers investment management
services to individual clients and a private fund, as well as the Fund, and
primarily allocates client assets in accordance with their
stated
investment objectives. The Sub-Adviser is responsible for determining the
investments for the Fund, subject to the overall supervision and oversight of
the Adviser and the Board.
The
Sub-Adviser is not responsible for selecting brokers or placing the Fund’s
trades. Rather, the Sub-Adviser provides trade recommendations to the Adviser
and, in turn, the Adviser is responsible for selecting brokers and placing the
Fund’s trades. It is anticipated that the Adviser will generally adhere to the
Sub-Adviser’s recommendations.
For
its services, the Adviser pays the Sub-Adviser a fee, which is calculated daily
and paid monthly, at an annual rate based on the Fund’s average daily net assets
as follows: 0.25%.
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 Fund (“Fund
Sponsor”). Under this arrangement, the Fund Sponsor has agreed to provide
financial support to the Fund (as described below) and, in turn, the Adviser has
agreed to share with the Fund Sponsor a portion of profits, if any, generated by
the 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 the 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 the 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 AGREEMENT
A
discussion regarding the basis for the Board’s approval of the Advisory
Agreement and the Sub-Advisory Agreement with respect to the Fund will be
available in the 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 the 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”). The 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 the 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 the Fund relies on the Order, the 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 the Fund’s overall
investment strategy; evaluate, select and recommend sub-advisers to manage all
or a portion of the Fund’s assets; and implement procedures reasonably designed
to ensure that each sub-adviser complies with the Fund’s investment goal,
policies and restrictions. Subject to review by the Board, the Adviser will
allocate and, when appropriate, reallocate the 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.
Aamer
Khan - Prior
to co-founding Qualivian Investment Partners in 2016, Mr. Khan was a
Vice-President at Eaton Vance Management in Boston from 2000-2016. During his
tenure at Eaton Vance, Mr. Khan held a variety of roles, including Equity
Analyst covering US and Global Financials, and co-portfolio manager on five
dividend income funds. Earlier in his career, Mr. Khan spent six
years
in management consulting. Mr. Khan is a Chartered Financial Analyst (CFA) and
has an MBA from the Wharton School at the University of Pennsylvania, an MS from
Oxford University, and an AB from Harvard College.
Cyril
Malak - Prior
to co-founding Qualivian Investment Partners in 2016, Mr. Malak was engaged as a
Contract Consultant to Stax Inc. from 2011-2016. Mr. Malak was also a Vice
President at Putnam Investments as an Equity Analyst covering Industrial
companies from 2002-2008. While at Putnam, Mr. Malak led the Industrials
research team as well as managing the Industrial sleeve of Putnam’s Research
Fund. Earlier in his career, Mr. Malak was an Associate in the Mergers and
Acquisitions group at JP Morgan Chase as well as a Senior Consultant in the
Strategy practice at Gemini Consulting. Mr. Malak earned his MBA with a
concentration in Finance from the Wharton School at the University of
Pennsylvania in 1999 and a BA in Economics and Political Science from the
University of Pennsylvania in 1990.
The
Fund’s Statement of Additional Information (“SAI”) provides additional
information about the portfolio managers, including other accounts each manages,
their ownership in the Fund, and compensation.
OTHER
SERVICE PROVIDERS
PINE
Distributors LLC (the “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 Fund.
U.S.
Bank National Association is the custodian for the Fund.
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 the Fund’s independent registered public
accounting firm. The independent registered public accounting firm is
responsible for auditing the annual financial statements of the 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
The
Fund issues and redeems Shares at NAV only in large blocks known as “Creation
Units,” which only APs (typically, broker-dealers) may purchase or redeem.
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 Fund. APs may acquire Shares directly from
the Fund, and APs may tender their Shares for redemption directly to the Fund,
at NAV per Share only in large blocks, or Creation Units. Purchases and
redemptions directly with the Fund must follow the Fund’s procedures, which are
described in the SAI.
Except
when aggregated in Creation Units, Shares are not redeemable with the 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 Fund
and no minimum number of Shares you must buy.
Shares
of the Fund are listed on the Exchange under the following symbol:
|
|
|
|
|
| |
| Fund |
Trading
Symbol |
|
Qualivian
Focus Fund ETF |
QFF |
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 Fund.
Share
Trading Prices.
The trading prices of Shares may differ from the Fund’s daily NAV and can be
affected by market forces of supply and demand for Shares, the prices of the
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 the
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. The 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 Fund 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 Fund’s
shareholders. The Board noted that Shares can be purchased and redeemed directly
from the Fund 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 Fund, it is unlikely those trades would cause the harmful effects of
market timing, including dilution, disruption of portfolio management, increases
in the Fund’s trading costs and the realization of capital gains. With regard to
the purchase or redemption of Creation Units directly with the Fund, 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 Fund and increased transaction
costs, which could negatively impact the Fund’s ability to achieve its
investment objective, although in certain circumstances (e.g.,
in conjunction with a reallocation of the Fund’s investments), such trades may
benefit Fund shareholders by increasing the tax efficiency of the Fund. The
Board also noted that direct trading by APs is critical to ensuring that Shares
trade at or close to NAV. In addition, the Fund will impose transaction fees on
purchases and redemptions of Shares to cover the custodial and other costs
incurred by the Fund 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
The
Fund has adopted the Plan pursuant to Rule 12b-1 under the Investment Company
Act. Under the Plan, the 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 Fund
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.
The
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
the 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 the 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 the
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 Fund.
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 Fund 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 the 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 the 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 the 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 Fund at https://qualivianfocusfund-etf.com.
Among other things, the website includes this Prospectus and the SAI, and will
include the Fund’s annual and semi-annual reports to shareholders, financial
information, holdings, and proxy information. The website shows the 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 the Fund’s
premiums and discounts. Further, the website includes the Fund’s median bid-ask
spread over the most recent thirty calendar days.
Each
day the Fund is open for business, the Trust publicly disseminates the Fund’s
full portfolio holdings as of the close of the previous day through its website
at https://qualivianfocusfund-etf.com. A description of the Trust’s policies and
procedures with respect to the disclosure of the Fund’s portfolio holdings is
available in the Fund’s 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.
The 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, the Fund generally pays no U.S. federal income tax
on the income and gains it distributes to you. The Fund expects to declare and
to distribute its net investment income, if any, to shareholders as dividends
annually. The Fund will distribute net realized capital gains, if any, at least
annually. The 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 the 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 the 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 the
Fund just before it declares an income dividend or capital gains distribution is
sometimes known as “buying a dividend.”
Taxes
Tax
Considerations.
The 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 the 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 the
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 the 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. The 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
the 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 the 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 the Fund from long-term capital gains, if any. However,
interest-related dividends paid by the 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 the Fund.
Other
Reporting and Withholding Requirements.
Under the Foreign Account Tax Compliance Act (FATCA), the 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. The 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 the 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 the Fund.
FINANCIAL
HIGHLIGHTS
The
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 Fund 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 July 13, 2026, which contains more details about the Fund, is
incorporated by reference in its entirety into this Prospectus, which means that
it is legally part of this Prospectus.
Recent
information regarding the Fund covered by this Prospectus, including its NAV,
market price, premiums and discounts, and bid/ask spreads, is available on the
Fund’s 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
Fund, please contact us as follows:
|
|
|
|
|
|
|
|
|
|
|
| |
| |
Call: |
|
(215)
330-4476 |
| |
|
|
|
| |
Write: |
|
3803
West Chester Pike, Suite 150 |
| |
|
|
Newtown
Square, PA 19073 |
| |
|
|
|
| |
Visit: |
|
https://qualivianfocusfund-etf.com |
INFORMATION
PROVIDED BY THE SECURITIES AND EXCHANGE COMMISSION
Reports
and other information about the Fund 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.