REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre‑Effective Amendment No.
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Post‑Effective Amendment No.
12
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No.
15
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immediately upon filing pursuant to paragraph (b)
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on
January 31, 2019
pursuant to paragraph
(b)
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60 days after filing pursuant to paragraph (a)(1)
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on
pursuant
to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on
pursuant to paragraph (a)(2) of Rule 485.
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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Prospectus
January 31, 2019
Alpha Architect U.S. Quantitative Value ETF
Ticker Symbol: QVAL
Alpha Architect International Quantitative Value ETF
Ticker Symbol: IVAL
Alpha Architect U.S. Quantitative Momentum ETF
Ticker Symbol: QMOM
Alpha Architect International Quantitative Momentum ETF
Ticker Symbol: IMOM
Alpha Architect Value Momentum Trend ETF
Ticker Symbol: VMOT
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Listed on Cboe BZX Exchange, Inc.
Beginning on January 1, 2021, as permitted by regulations adopted by the SEC, paper copies of the Funds’ shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the Funds’ reports from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. Please contact your financial intermediary to elect to receive shareholder reports and other Fund communications electronically.
You may elect to receive all future Fund reports in paper free of charge. Please contact your financial intermediary to inform them that you wish to continue receiving paper copies of Fund shareholder reports and for details about whether your election to receive reports in paper will apply to all funds held with your financial intermediary.
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.
Page
Alpha architect U.S. Quantitative Value ETF
Fund Summary
Investment Objective
The Alpha Architect U.S. Quantitative Value ETF Fund (the “Fund”) seeks to track the total return performance, before fees and expenses, of the Alpha Architect Quantitative Value Index (the “Index”).
Fees And Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund (“Shares”). The fees and expenses are expressed as a percentage of the Fund’s average daily net assets. You may also pay brokerage commissions on the purchase and sale of Shares, which are not reflected in the table.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
1
|
0.49%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other Expenses
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0.00%
|
Total Annual Fund Operating Expenses:
|
0.49%
|
1 |
Total Annual Fund Operating Expenses do not correspond to the Financial Highlights Ratios to Average Net Assets, Net Expenses or Total Expenses due to the Management
Fee reduction effective January 31, 2019. The expenses shown above have been restated to reflect the reduced Management Fee rate.
|
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 redeem 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: |
Five Years: |
10 Years |
$50 |
$157 |
$274 |
$616 |
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. For the fiscal year ended September 30, 2018, the Fund’s portfolio turnover rate was 46% of the average value of its portfolio.
The Fund employs a “passive management” (or indexing) investment approach designed to track the performance, before fees and expenses, of the Index. The Index is based on a proprietary methodology developed by Empirical Finance, LLC , d/b/a Alpha Architect, and licensed to Empowered Funds, LLC, the Fund’s investment adviser (the “Adviser”) and an indirect subsidiary of Alpha Architect.
Table of Contents - Prospectus
The Index
The Index uses a 5-step, quantitative, rules-based methodology to identify a portfolio of approximately 40-50 undervalued U.S. equity securities with the potential for capital appreciation, as described below.
The Index Universe
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Construction of the Index begins with the universe of stocks that principally trade on a U.S. exchange. Theuniverse of stocks is screened to eliminate all stocks whose market capitalization is below the 40 th percentile of the market capitalization of companies listed on the New York Stock Exchange (“NYSE”) (approximately $2 billion as of December 31, 2018 ). Additionally, securities structured as real estate investment trusts, exchange-traded funds (“ETFs”), or American Depositary Receipts, as well as stocks of financial firms are eliminated from the Index. Companies with less than eight years of financial data available are also eliminated from the Index. The resulting universe is expected to be composed primarily of highly liquid, mid- and large-cap stocks. |
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Forensic Accounting Screens
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The second stage of Index construction incorporates proprietary models used to identify and exclude companies at risk for financial distress or financial statement manipulation. The models used by the Index evaluate specific accounting metrics related to the use of accruals (the difference between net income and cash from operations) to identify accounting practices that may mask the poor quality of a company’s cash flows. The models also use statistical techniques to identify companies with the highest likelihood of having previously manipulated their financial statements. |
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Valuation Screens
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The third stage of Index construction employs a value-driven approach to identify the cheapest 10% of companies based on a proprietary value-centric metric similar to what is known as the “enterprise multiple,” a firm’s total enterprise value divided by earnings before interest and taxes (EBIT). The companies not in the cheapest 10% are eliminated from the Index. The proprietary metric was developed based on an analysis of a variety of value-oriented measures such as price-to-earnings, the enterprise multiple, free cash flow yield, gross profit yield, and price-to-book. |
|
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Quality Screens
|
The fourth stage of Index construction seeks to identify which of the remaining companies has (i) a sustainable competitive advantage and (ii) a strong current financial position with operational momentum. A company’s competitive advantage is identified using averages calculated over the past eight years for long-term free cash flow generation, long-term returns on capital, and long-term margin characteristics. The strength of a company’s financial position and operational momentum are evaluated using metrics across three categories – current profitability, stability, and recent operational improvements – to generate a simple score between 0 and 10 that can be used to compare companies to each other. These quality screens, along with a screen to eliminate companies not meeting certain liquidity thresholds, generally eliminate approximately 40% of the remaining Index constituents. |
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Portfolio Construction
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At the time of each reconstitution of the Index, each Index constituent is equally-weighted. The Index is reconstituted quarterly in March, June, September, and December. The date of each reconstitution of the Index will be available on the Fund’s website at www.alphaarchitect.com/funds/contact at least one week prior to such date. |
The Fund’s Investment Strategy
Under normal circumstances, at least 80% of the Fund’s total assets (exclusive of collateral held from securities lending) will be invested in the component securities of the Index. The Adviser expects that, over time, the correlation between the Fund’s performance and that of the Index, before fees and expenses, will be 95% or better.
Table of Contents - Prospectus
The Fund will generally use a “replication” strategy to seek to achieve its investment objective, meaning the Fund will invest in all of the component securities of the Index in the same approximate proportions as in the Index, but may, when the Adviser believes it is in the best interests of the Fund, use a “representative sampling” strategy, meaning the Fund may invest in a sample of the securities in the Index whose risk, return and other characteristics closely resemble the risk, return and other characteristics of the Index as a whole.
The Fund may also invest up to 20% of its assets in cash and cash equivalents, other investment companies, as well as securities and other instruments not included in the Index but which the Adviser believes will help the Fund track the Index. For example, the Fund may invest in securities that are not components of the Index to reflect various corporate actions and other changes to the Index (such as reconstitutions, additions and deletions).
Principal 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.
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 the 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.
Quantitative Security Selection Risk. Data for some companies may be less available and/or less current than data for companies in other markets. The Index uses a quantitative model, and its processes could be adversely affected if erroneous or outdated data is utilized. In addition, securities selected using the quantitative model 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.
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.
Passive Investment Risk.
The Fund is not actively managed and the Adviser will not sell shares of a security due to current or projected underperformance of a
security, industry or sector, unless that security is removed from the Index, sold in connection with a reconstitution of the Index as addressed in the Index methodology, or sold to comply with the Fund’s investment limitations (for example, to
maintain the Fund’s tax status). Maintaining investments regardless of market conditions or the performance of individual investments could cause the Fund’s return to be lower than if the Fund employed an active strategy.
Tracking Error Risk.
As with all index funds, the performance of the Fund and its Index may differ from each other for a variety of reasons. For example, the
Fund incurs operating expenses and portfolio transaction costs not incurred by the Index. In addition, the Fund may not be fully invested in the securities of the Index at all times or may hold securities not included in the Index.
Investment Risk.
When you sell your Shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in
the Fund.
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 Cboe BZX Exchange, Inc. (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.
Table of Contents - Prospectus
Secondary Market 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.
Mid-Capitalization Company 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.
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 be maintained. In addition, trading in Shares on the
Exchange may be halted.
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.
Performance
The following information provides some indication of the risks of investing in the Fund. The bar chart shows the annual return for the Fund. The table shows how the Fund’s average annual returns for
one-year and since inception periods compare with those of a broad measure of market performance. Prior to January 31, 2017, the Fund was actively-managed by the Adviser using a quantitative strategy substantially similar to the methodology of
the Index. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Performance information is also available on the Fund’s website
at
www.alphaarchitect.com/funds
or by calling the Fund at
(215) 882-9983
.
Calendar Year Total Return as of December 31,
During the period of time shown in the bar chart, the Fund’s highest return for a calendar quarter was 13.29% (quarter ended December 31, 2017) and the Fund’s lowest return for a calendar quarter was ‑18.30% (quarter ended December 31, 2018).
Table of Contents - Prospectus
Average Annual Total Returns |
|
|
(for periods ended December 31, 2018 ) |
|
|
Since Inception | ||
|
1 Year |
(10/21/14) |
Return Before Taxes |
-16.54% |
1.48% |
Return After Taxes on Distributions |
-16.83% |
1.16% |
Return After Taxes on Distributions and Sale of Shares |
-9.54% |
1.13% |
S&P 500 Value Index (reflects no deduction for fees, expenses or taxes) |
-8.97% |
5.89% |
Alpha Architect Quantitative Value Index (reflects no deduction for fees, expenses or taxes) |
-16.53% |
N/A 1 |
1 Since Inception performance is not shown for the Index because the calculation and publication of the value of the Index did not commence prior to December 31, 2016.
After-tax returns are calculated using the highest historical individual federal marginal income tax rates during the period covered by the table and do not reflect the impact of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown and are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
Investment Adviser
Empowered Funds, LLC serves as the investment adviser of the Fund.
Portfolio Manager
Mr. Tao Wang is the portfolio manager for the Fund and has managed the Fund since its inception in 2014.
For important information about the purchase and sale of shares, tax information, and information about purchases through broker-dealers and other financial intermediaries, please refer to “Summary Information about Purchases, Sales, Taxes, and Financial Intermediary Compensation” on page 30 of the Prospectus.
alpha architect International Quantitative Value ETF
Fund Summary
Investment Objective
The Alpha Architect International Quantitative Value ETF (the “Fund”) seeks to track the total return performance, before fees and expenses, of the Alpha Architect International Quantitative Value Index (the “Index”).
Fees And Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund (“Shares”). The fees and expenses are expressed as a percentage of the Fund’s average daily net assets. You may also pay brokerage commissions on the purchase and sale of Shares, which are not reflected in the table.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
1
|
0.59%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other Expenses
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.59%
|
1 |
Total Annual Fund Operating Expenses do not correspond to the Financial Highlights Ratios to Average Net Assets, Net Expenses or Total Expenses due to the Management Fee reduction effective January 31, 2019. The expenses shown above have been restated to reflect the reduced Management Fee rate. |
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 redeem 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: |
Five Years: |
10 Years |
$60 |
$189 |
$329 |
$738 |
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. For the fiscal year ended September 30, 2018, the Fund’s portfolio turnover rate was 30% of the average value of its portfolio.
Principal Investment Strategies
The Fund employs a “passive management” (or indexing) investment approach designed to track the performance, before fees and expenses, of the Index. The Index is based on a proprietary methodology developed by Empirical Finance, LLC , d/b/a Alpha Architect, and licensed to Empowered Funds, LLC, the Fund’s investment adviser (the “Adviser”) and an indirect subsidiary of Alpha Architect.
Table of Contents - Prospectus
The Index
The Index uses a 5-step, quantitative, rules-based methodology to identify a portfolio of approximately 40–50 undervalued non-U.S. equity securities or their depositary receipts with the potential for capital appreciation, as described below.
The Index Universe
|
Construction of the Index begins with the universe of stocks that principally trade on developed non-U.S. markets securities exchanges in countries included in the MSCI EAFE Index. The universe of stocks is screened to eliminate all stocks whose market capitalization is below the 40 th percentile of the market capitalization of companies listed on the New York Stock Exchange (“NYSE”) (approximately $2 billion as of December 31, 2018 ). Additionally, securities structured as real estate investment trusts or exchange-traded funds (“ETFs”), as well as stocks of financial firms are eliminated from the Index. Companies with less than 12 months of financial data available are also eliminated from the Index. The resulting universe is expected to be composed primarily of highly liquid, mid- and large-cap stocks. |
|
|
Forensic Accounting Screens
|
The second stage of Index construction incorporates proprietary models that evaluate specific accounting metrics related to the use of accruals (the difference between net income and cash from operations) to identify accounting practices that may mask the poor quality of a company’s cash flows. |
|
|
Valuation Screens
|
The third stage of Index construction employs a value-driven approach to identify the cheapest 10% of companies based on a proprietary value-centric metric similar to what is known as the “enterprise multiple,” a firm’s total enterprise value divided by earnings before interest and taxes (EBIT). The companies not in the cheapest 10% are eliminated from the Index. The proprietary metric was developed based on an analysis of a variety of value-oriented measures such as price-to-earnings, the enterprise multiple, free cash flow yield, gross profit yield, and price-to-book. |
|
|
Quality Screens
|
The fourth stage of Index construction seeks to identify which of the remaining companies has a strong current financial position with operational momentum. The strength of a company’s financial position and operational momentum are evaluated using metrics across three categories – current profitability, stability, and recent operational improvements – to generate a simple score between 0 and 10 that can be used to compare companies to each other. These quality screens, along with a screen to eliminate companies not meeting certain liquidity thresholds, generally eliminate approximately 40% of the remaining Index constituents. |
|
|
Portfolio Construction
|
At the time of each reconstitution of the Index, each Index constituent is equally-weighted. The Index is reconstituted semi-annually in each May and November. The date of each subsequent reconstitution of the Index will be available on the Fund’s website at www.alphaarchitect.com/funds/contact at least one week prior to such date. |
The Fund’s Investment Strategy
Under normal circumstances, at least 80% of the Fund’s total assets (exclusive of collateral held from securities lending) will be invested in the component securities of the Index and investments that have economic characteristics that are substantially identical to the economic characteristics of such component securities (e.g., depositary receipts). The Adviser expects that, over time, the correlation between the Fund’s performance and that of the Index, before fees and expenses, will be 95% or better.
Table of Contents - Prospectus
The Fund will generally use a “replication” strategy to seek to achieve its investment objective, meaning the Fund will invest in all of the component securities of the Index in the same approximate proportions as in the Index, but may, when the Adviser believes it is in the best interests of the Fund, use a “representative sampling” strategy, meaning the Fund may invest in a sample of the securities in the Index whose risk, return and other characteristics closely resemble the risk, return and other characteristics of the Index as a whole.
The Fund may also invest up to 20% of its assets in cash and cash equivalents, other investment companies, as well as securities and other instruments not included in the Index but which the Adviser believes will help the Fund track the Index. For example, the Fund may invest in securities that are not components of the Index to reflect various corporate actions and other changes to the Index (such as reconstitutions, additions and deletions).
Principal Risks
An investment in the Fund involves risks, 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.
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, such as 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.
|
· |
Risks Related to Investing in Australia:
To
the extent the Fund invests in Australian securities, it will be subject to risks related to investing in Australia. Investments in Australian issuers may subject the Fund to regulatory, political, currency, security, and economic
risk specific to Australia. The Australian economy is heavily dependent on exports from the agricultural and mining sectors. This makes the Australian economy susceptible to fluctuations in the commodity markets. Australia is also
dependent on trading with key trading partners.
|
|
· |
Risks Related to Investing in Europe:
To
the extent the Fund invests in European securities, it will be subject to risks related to investing in Europe. The economies and markets of European countries are often closely connected and interdependent, and events in one
country in Europe can have an adverse impact on other European countries. The Fund makes investments in securities of issuers that are domiciled in, or have significant operations in, member countries of the European Union (the
“EU”) that are subject to economic and monetary controls that can adversely affect the Fund’s investments. The European financial markets have experienced volatility and adverse trends in recent years and these events have adversely
affected the exchange rate of the euro and may continue to significantly affect other European countries. Decreasing imports or exports, changes in governmental or EU regulations on trade, changes in the exchange rate of the euro,
the default or threat of default by an EU member country on its sovereign debt, and/or an economic recession in an EU member country may have a significant adverse effect on the economies of EU member countries and their trading
partners, including some or all of the European countries in which the Fund invests.
|
|
· |
Risks Related to Investing in Japan:
As
of December 31, 2018 , a significant portion of the Fund’s assets was invested in Japanese securities. To the extent the Fund invests in Japanese securities, it will be subject to risks related to investing in Japan. The
Japanese economy may be subject to considerable degrees of economic, political and social instability, which could have a negative impact on Japanese securities. Since the year 2000, Japan’s economic growth rate has remained
relatively low and it may remain low in the future. In addition, Japan is subject to the risk of natural disasters, such as earthquakes, volcanoes, typhoons and tsunamis. Additionally, decreasing U.S. imports, new trade regulations,
changes in the U.S. dollar exchange rates, a recession in the United States or continued increases in foreclosure rates may have an adverse impact on the economy of Japan. Japan also has few natural resources, and any fluctuation or
shortage in the commodity markets could have a negative impact on Japanese securities.
|
Depositary Receipts Risk.
The risks of investments in depositary receipts, including American Depositary Receipts (“ADRs”), European Depositary Receipts
(“EDRs”), 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.
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 the 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.
Quantitative Security Selection Risk.
Data for some companies may be less available and/or less current than data for companies in other markets. The Index
uses a quantitative model, and its processes could be adversely affected if erroneous or outdated data is utilized. In addition, securities selected using the quantitative model 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.
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.
Passive Investment Risk.
The Fund is not actively managed and the Adviser will not sell shares of a security due to current or projected underperformance of
a security, industry or sector, unless that security is removed from the Index, sold in connection with a reconstitution of the Index as addressed in the Index methodology, or sold to comply with the Fund’s investment limitations (for example,
to maintain the Fund’s tax status). Maintaining investments regardless of market conditions or the performance of individual investments could cause the Fund’s return to be lower than if the Fund employed an active strategy.
Tracking Error Risk.
As with all index funds, the performance of the Fund and its Index may differ from each other for a variety of reasons. For example,
the Fund incurs operating expenses and portfolio transaction costs not incurred by the Index. In addition, the Fund may not be fully invested in the securities of the Index at all times or may hold securities not included in the Index.
Investment Risk. When you sell your Shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
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 Cboe BZX Exchange, Inc. (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.
Secondary Market 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.
Mid-Capitalization Company 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.
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 be maintained. In addition, trading in Shares on
the Exchange may be halted.
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.
Performance
The following information provides some indication of the risks of investing in the Fund. The bar chart shows the annual return for the Fund. The table shows how the Fund’s average annual returns for one-year and since inception periods compare with those of a broad measure of market performance. Prior to January 31, 2017, the Fund was actively-managed by the Adviser using a quantitative strategy substantially similar to the methodology of the Index. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Performance information is also available on the Fund’s website at www.alphaarchitect.com/funds or by calling the Fund at (215) 882‑9983 .
Calendar Year Total Return as of December 31,
Table of Contents - Prospectus
During the period of time shown in the bar chart, the Fund’s highest return for a calendar quarter was 13.08% (quarter ended September 30, 2016) and the Fund’s lowest return for a calendar quarter
was ‑17.44% (quarter ended December 31, 2018).
Average Annual Total Returns |
|
|
(for periods ended December 31, 2018 ) |
|
|
Since Inception | ||
|
1 Year |
(12/16/14) |
Return Before Taxes |
-21.63% |
2.27% |
Return After Taxes on Distributions |
-21.93% |
1.95% |
Return After Taxes on Distributions and Sale of Shares |
-12.21% |
1.95% |
MSCI EAFE Value Index (reflects no deduction for fees, expenses or taxes) |
-14.26% |
1.60% |
Alpha Architect International Quantitative Value Index (reflects no deduction for fees, expenses or taxes) |
-21.27% |
N/A 1 |
1 Since Inception performance is not shown for the Index because the calculation and publication of the value of the Index did not commence prior to December 31, 2016.
After-tax returns are calculated using the highest historical individual federal marginal income tax rates during the period covered by the table and do not reflect the impact of state and local
taxes. Actual after-tax returns depend on your tax situation and may differ from those shown and are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some
cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
Investment Adviser
Empowered Funds, LLC serves as the investment adviser of the Fund.
Portfolio Manager
Mr. Tao Wang is the portfolio manager for the Fund and has managed the Fund since its inception in 2014.
For important information about the purchase and sale of Shares, tax information, and information about purchases through broker-dealers and other financial intermediaries, please turn to “Summary Information about Purchases, Sales, Taxes, and Financial Intermediary Compensation” on page 30 of the Prospectus.
Alpha Architect U.S. Quantitative Momentum ETF
Fund Summary
Investment Objective
The Alpha Architect U.S. Quantitative Momentum ETF (the “Fund”) seeks to track the total return performance, before fees and expenses, of the Alpha Architect Quantitative Momentum Index (the “Index”).
Fees And Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund (“Shares”). The fees and expenses are expressed as a percentage of the Fund’s average daily net assets.
You may also pay brokerage commissions on the purchase and sale of Shares, which are not reflected in the table.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
1
|
0.49%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other Expenses
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.49%
|
1 |
Total Annual Fund Operating Expenses do not correspond to the Financial Highlights Ratios to Average Net Assets, Net Expenses or Total Expenses due to the Management Fee reduction effective January 31, 2019. The expenses shown above have been restated to reflect the reduced Management Fee rate. |
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 redeem 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: |
Five Years: |
10 Years |
$50 |
$157 |
$274 |
$616 |
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. For the fiscal year ended September 30, 2018, the
Fund’s portfolio turnover rate was 91% of the average value of its portfolio.
Principal Investment Strategies
The Fund employs a “passive management” (or indexing) investment approach designed to track the performance, before fees and expenses, of the Index. The Index is based on a proprietary methodology
developed by
Empirical Finance, LLC
, d/b/a Alpha Architect, and licensed to Empowered Funds, LLC, the Fund’s investment adviser (the “Adviser”) and an indirect subsidiary of Alpha Architect.
Table of Contents - Prospectus
The Index
The Index uses a 5-step, quantitative, rules-based methodology to identify a portfolio of approximately 40-50 U.S. equity securities with positive momentum, as described below. A “momentum” style of
investing emphasizes investing in securities that have had higher recent total return performance compared to other securities.
The Index Universe
|
Construction of the Index begins with the universe of stocks that principally trade on a U.S. exchange. The universe of stocks is screened to eliminate all stocks whose market capitalization is below the 40 th percentile of the market capitalization of companies listed on the New York Stock Exchange (“NYSE”) (approximately $2 billion as of December 31, 2018 ). Additionally, securities structured as real estate investment trusts, exchange-traded funds (“ETFs”), or American Depositary Receipts are eliminated from the Index. Companies with less than 12 months of financial data available are also eliminated from the Index. The resulting universe is expected to be composed primarily of highly liquid, mid- and large-cap stocks. |
|
|
Generic Momentum Screen |
The second stage of Index construction screens the universe of companies to identify the 10% with the highest cumulative return for the past 12 months, excluding the last (12 th ) month and eliminating the rest of the universe. |
|
|
Quality of Momentum Screen
|
The third stage of Index construction employs a momentum quality screen to identify which of the remaining companies has experienced the most consistent positive returns, as opposed to short-lived success during the 12-month period measured above. This screen measures the number of days during the 12-month period measured above for which a company’s returns were positive or negative. This quality screen, along with a screen to eliminate companies not meeting certain liquidity thresholds, generally eliminates approximately 50% of the remaining Index constituents. |
|
|
Seasonality
|
To account for seasonal (i.e., quarter-end) effects on a company’s performance, the Index is reconstituted quarterly near the end of February, May, August, and November, approximately one month ahead of each calendar quarter-end. |
|
|
Portfolio Construction
|
At the time of each reconstitution of the Index, each Index constituent is equally-weighted. The date of each subsequent reconstitution of the Index will be available on the Fund’s website at www.alphaarchitect.com/funds/contact at least one week prior to such date. |
The Fund’s Investment Strategy
Under normal circumstances, at least 80% of the Fund’s total assets (exclusive of collateral held from securities lending) will be invested in the component securities of the Index. The Adviser expects that, over time, the correlation between the Fund’s performance and that of the Index, before fees and expenses, will be 95% or better.
The Fund will generally use a “replication” strategy to seek to achieve its investment objective, meaning the Fund will invest in all of the component securities of the Index in the same approximate proportions as in the Index, but may, when the Adviser believes it is in the best interests of the Fund, use a “representative sampling” strategy, meaning the Fund may invest in a sample of the securities in the Index whose risk, return and other characteristics closely resemble the risk, return and other characteristics of the Index as a whole.
The Fund may also invest up to 20% of its assets in cash and cash equivalents, other investment companies, as well as securities and other instruments not included in the Index but which the Adviser believes will help the Fund track the Index. For example, the Fund may invest in securities that are not components of the Index to reflect various corporate actions and other changes to the Index (such as reconstitutions, additions and deletions).
Principal 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.
Momentum Style Risk. Investing in or having exposure to securities with positive momentum entails investing in securities that have had above-average recent returns. These securities may be more volatile than a broad cross-section of securities. Returns on securities that have previously exhibited momentum may be less than returns on other styles of investing or the overall stock market. Momentum can turn quickly and cause significant variation from other types of investments, and stocks that previously exhibited high momentum may not experience continued positive momentum. In addition, there may be periods when the momentum style is out of favor, and during which the investment performance of the Fund using a momentum strategy may suffer.
Quantitative Security Selection Risk. Data for some companies may be less available and/or less current than data for companies in other markets. The Index uses a quantitative model, and its processes could be adversely affected if erroneous or outdated data is utilized. In addition, securities selected using the quantitative model 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.
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.
Passive Investment Risk. The Fund is not actively managed and the Adviser will not sell shares of an equity security due to current or projected underperformance of a security, industry or sector, unless that security is removed from the Index, sold in connection with a reconstitution of the Index as addressed in the Index methodology, or sold to comply with the Fund’s investment limitations (for example, to maintain the Fund’s tax status). Maintaining investments regardless of market conditions or the performance of individual investments could cause the Fund’s return to be lower than if the Fund employed an active strategy.
Tracking Error Risk. As with all index funds, the performance of the Fund and its Index may differ from each other for a variety of reasons. For example, the Fund incurs operating expenses and portfolio transaction costs not incurred by the Index. In addition, the Fund may not be fully invested in the securities of the Index at all times or may hold securities not included in the Index.
Investment Risk. When you sell your Shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in the Fund.
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 Cboe BZX Exchange, Inc. (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.
Secondary Market 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.
Table of Contents - Prospectus
Mid-Capitalization Company 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.
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 be maintained. In addition, trading in Shares on the Exchange may be halted.
High Portfolio Turnover Risk. The Fund’s investment strategy may from time to time result in higher turnover rates. This may increase the Fund’s brokerage commission costs, which could negatively impact the performance of the Fund. Rapid portfolio turnover also exposes shareholders to a higher current realization of short-term capital gains, distributions of which would generally be taxed to you as ordinary income and thus cause you to pay higher taxes.
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.
Performance
The following information provides some indication of the risks of investing in the Fund. The bar chart shows the annual return for the Fund. The table shows how the Fund’s average annual returns for one-year and since inception periods compare with those of a broad measure of market performance. Prior to January 31, 2017, the Fund was actively-managed by the Adviser using a quantitative strategy substantially similar to the methodology of the Index. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. Performance information is also available on the Fund’s website at www.alphaarchitect.com/funds or by calling the Fund at (215) 882-9983 .
Calendar Year Total Return as of December 31,
During the period of time shown in the bar chart, the Fund’s highest return for a calendar quarter was 10.63% (quarter ended September 30, 2018) and the Fund’s lowest return for a calendar quarter
was -25.54% (quarter ended December 31, 2018).
Table of Contents - Prospectus
Average Annual Total Returns |
|
|
(for periods ended December 31, 2018 ) |
|
|
Since Inception | ||
|
1 Year |
(12/1/15) |
Return Before Taxes |
-11.03% |
0.56% |
Return After Taxes on Distributions |
-11.04% |
0.52% |
Return After Taxes on Distributions and Sale of Shares |
-6.52% |
0.43% |
S&P 500 Growth Index (reflects no deduction for fees, expenses or taxes) |
-0.01% |
9.61% |
Alpha Architect Quantitative Momentum Index (reflects no deduction for fees, expenses or taxes) |
-10.47% |
N/A 1 |
1 Since Inception performance is not shown for the Index because the calculation and publication of the value of the Index did not commence prior to December 31, 2016.
After-tax returns are calculated using the highest historical individual federal marginal income tax rates during the period covered by the table and do not reflect the impact of state and local
taxes. Actual after-tax returns depend on your tax situation and may differ from those shown and are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases,
the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
Investment Adviser
Empowered Funds, LLC serves as the investment adviser of the Fund.
Portfolio Manager
Mr. Tao Wang is the portfolio manager for the Fund and has managed the Fund since its inception in 2015.
For important information about the purchase and sale of Shares, tax information, and information about purchases through broker-dealers and other financial
intermediaries, please turn to “Summary Information about Purchases, Sales, Taxes, and Financial Intermediary Compensation” on page 30 of the Prospectus.
Table of Contents - Prospectus
Alpha Architect International Quantitative Momentum ETF
Fund Summary
Investment Objective
The Alpha Architect International Quantitative Momentum ETF (the “Fund”) seeks to track the total return performance, before fees and expenses, of the Alpha Architect International Quantitative Momentum
Index (the “Index”).
Fees And Expenses
This table describes the fees and expenses that you may pay if you buy and hold Shares of the Fund. The fees and expenses are expressed as a percentage of the Fund’s average daily net assets. You may also pay brokerage commissions on the purchase and sale of Shares, which are not reflected in the table.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
1
|
0.59%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other Expenses
|
0.00%
|
Total Annual Fund Operating Expenses
|
0.59%
|
1
|
Total Annual Fund Operating Expenses do not correspond to the Financial Highlights Ratios to Average Net Assets, Net Expenses or Total Expenses due to the Management Fee reduction effective January 31, 2019. The expenses shown above have been restated to reflect the reduced Management Fee rate. |
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 redeem 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: |
Five Years: |
10 Years |
$60 |
$189 |
$329 |
$738 |
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. For the fiscal year ended September 30, 2018, the
Fund’s portfolio turnover rate was 119% of the average value of its portfolio.
Principal Investment Strategies
The Fund employs a “passive management” (or indexing) investment approach designed to track the performance, before fees and expenses, of the Index. The Index is based on a proprietary methodology developed by
Empirical Finance, LLC, d/b/a Alpha Architect, and licensed to Empowered Funds, LLC, the Fund’s investment adviser (the “Adviser”) and an indirect subsidiary of Alpha Architect.
Table of Contents - Prospectus
The Index
The Index uses a 5-step, quantitative, rules-based methodology to identify a portfolio of approximately 40-50 non-U.S. equity securities with positive momentum, as described below. A “momentum” style of
investing emphasizes investing in securities that have had higher recent total return performance compared to other securities.
The Index Universe
|
Construction of the Index begins with the universe of stocks that principally trade on developed non-U.S. markets securities exchanges in countries included in the MSCI EAFE Index. The universe of stocks is screened to eliminate all stocks whose market capitalization is below the 40 th percentile of the market capitalization of companies listed on the New York Stock Exchange (“NYSE”) (approximately $2 billion as of December 31, 2018 ). Additionally, securities structured as real estate investment trusts or exchange-traded funds (“ETFs”) are eliminated from the Index. Companies with less than 12 months of financial data available are also eliminated from the Index. The resulting universe is expected to be composed primarily of highly liquid, mid- and large-cap stocks. |
|
|
Generic Momentum Screen |
The second stage of Index construction screens the universe of companies to identify the 10% with the highest cumulative return for the past 12 months, excluding the last (12 th ) month and eliminating the rest of the universe. |
|
|
Quality of Momentum Screen
|
The third stage of Index construction employs a momentum quality screen to identify which of the remaining companies has experienced the most consistent positive returns, as opposed to short-lived success during the 12-month period measured above. This screen measures the number of days during the 12-month period measured above for which a company’s returns were positive or negative. This quality screen, along with a screen to eliminate companies not meeting certain liquidity thresholds, generally eliminates approximately 50% of the remaining Index constituents. |
|
|
Seasonality
|
To account for seasonal (i.e., quarter-end) effects on a company’s performance, the Index is reconstituted quarterly near the beginning of March, June, September, and December, approximately one month ahead of each calendar quarter-end. |
Portfolio Construction
|
At the time of each reconstitution of the Index, each Index constituent is equally-weighted. The date of each subsequent reconstitution of the Index will be available on the Fund’s website at www.alphaarchitect.com/funds/contact at least one week prior to such date. |
The Fund’s Investment Strategy
Under normal circumstances, at least 80% of the Fund’s total assets (exclusive of collateral held from securities lending) will be
invested in the component securities of the Index
and investments that have economic characteristics that are substantially identical to the economic characteristics of such component securities (e.g.,
depositary receipts). The Adviser expects that, over time, the correlation between the Fund’s performance and that of the Index, before fees and expenses, will be 95% or better.
The Fund will generally use a “replication” strategy to seek to achieve its investment objective, meaning the Fund will invest in
all of the component securities of the Index in the same approximate proportions as in the Index, but may, when the Adviser believes it is in the best interests of the Fund, use a “representative sampling” strategy, meaning the Fund may invest
in a sample of the securities in the Index whose risk, return and other characteristics closely resemble the risk, return and other characteristics of the Index as a whole.
Table of Contents - Prospectus
The Fund may also invest up to 20% of its assets in cash and cash equivalents, other investment companies, as well as securities and other instruments not included in the Index but which the Adviser
believes will help the Fund track the Index.
For example, the Fund may invest in securities that are not components of the Index to reflect various corporate actions and other changes to the Index (such as
reconstitutions, additions and deletions).
Principal Risks
An investment in the Fund involves risks, 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.
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.
|
· |
Risks Related to Investing in Australia:
To
the extent the Fund invests in Australian securities, it will be subject to risks related to investing in Australia. Investments in Australian issuers may subject the Fund to regulatory, political, currency, security, and economic
risk specific to Australia. The Australian economy is heavily dependent on exports from the agricultural and mining sectors. This makes the Australian economy susceptible to fluctuations in the commodity markets. Australia is also
dependent on trading with key trading partners.
|
|
· |
Risks Related to Investing in Europe:
To
the extent the Fund invests in European securities, it will be subject to risks related to investing in Europe. The economies and markets of European countries are often closely connected and interdependent, and events in one
country in Europe can have an adverse impact on other European countries. The Fund makes investments in securities of issuers that are domiciled in, or have significant operations in, member countries of the European Union (the
“EU”) that are subject to economic and monetary controls that can adversely affect the Fund’s investments. The European financial markets have experienced volatility and adverse trends in recent years and these events have adversely
affected the exchange rate of the euro and may continue to significantly affect other European countries. Decreasing imports or exports, changes in governmental or EU regulations on trade, changes in the exchange rate of the euro,
the default or threat of default by an EU member country on its sovereign debt, and/or an economic recession in an EU member country may have a significant adverse effect on the economies of EU member countries and their trading
partners, including some or all of the European countries in which the Fund invests.
|
|
· |
Risks Related to Investing in Japan:
As
of December 31, 2018 , a significant portion of the Fund’s assets was invested in Japanese securities. To the extent the Fund invests in Japanese securities, it will be subject to risks related to investing in Japan. The
Japanese economy may be subject to considerable degrees of economic, political and social instability, which could have a negative impact on Japanese securities. Since the year 2000, Japan’s economic growth rate has remained
relatively low and it may remain low in the future. In addition, Japan is subject to the risk of natural disasters, such as earthquakes, volcanoes, typhoons and tsunamis. Additionally, decreasing U.S. imports, new trade regulations,
changes in the U.S. dollar exchange rates, a recession in the United States or continued increases in foreclosure rates may have an adverse impact on the economy of Japan. Japan also has few natural resources, and any fluctuation or
shortage in the commodity markets could have a negative impact on Japanese securities.
|
Table of Contents - Prospectus
Depositary Receipts Risk.
The risks of investments in depositary receipts, including American Depositary Receipts (“ADRs”), European Depositary Receipts
(“EDRs”), 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.
Momentum Style Risk.
Investing in or having exposure to securities with positive momentum entails investing in securities that have had above-average recent
returns. These securities may be more volatile than a broad cross-section of securities. Returns on securities that have previously exhibited momentum may be less than returns on other styles of investing or the overall stock market. Momentum can
turn quickly and cause significant variation from other types of investments, and stocks that previously exhibited high momentum may not experience continued positive momentum. In addition, there may be periods when the momentum style is out of
favor, and during which the investment performance of the Fund using a momentum strategy may suffer.
Quantitative Security Selection Risk.
Data for some companies may be less available and/or less current than data for companies in other markets. The Index
uses a quantitative model, and its processes could be adversely affected if erroneous or outdated data is utilized. In addition, securities selected using the quantitative model 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.
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.
Passive Investment Risk.
The Fund is not actively managed and the Adviser will not sell shares of an equity security due to current or projected
underperformance of a security, industry or sector, unless that security is removed from the Index, sold in connection with a reconstitution of the Index as addressed in the Index methodology, or sold to comply with the Fund’s investment
limitations (for example, to maintain the Fund’s tax status). Maintaining investments regardless of market conditions or the performance of individual investments could cause the Fund’s return to be lower than if the Fund employed an active
strategy.
Tracking Error Risk.
As with all index funds, the performance of the Fund and its Index may differ from each other for a variety of reasons. For example, the
Fund incurs operating expenses and portfolio transaction costs not incurred by the Index. In addition, the Fund may not be fully invested in the securities of the Index at all times or may hold securities not included in the Index.
Investment Risk.
When you sell your Shares of the Fund, they could be worth less than what you paid for them. Therefore, you may lose money by investing in
the Fund.
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 Cboe BZX Exchange, Inc. (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.
Secondary Market 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.
Table of Contents - Prospectus
Mid-Capitalization Company 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.
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 be maintained. In addition, trading in Shares on the
Exchange may be halted.
High Portfolio Turnover Risk.
The Fund’s investment strategy may from time to time result in higher turnover rates. This may increase the Fund’s brokerage
commission costs, which could negatively impact the performance of the Fund. Rapid portfolio turnover also exposes shareholders to a higher current realization of short-term capital gains, distributions of which would generally be taxed to you as
ordinary income and thus cause you to pay higher taxes.
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.
Performance
The following information provides some indication of the risks of investing in the Fund. The bar chart shows the annual return for the Fund. The table shows how the Fund’s average annual returns for
one-year and since inception periods compare with those of a broad measure of market performance. Prior to January 31, 2017, the Fund was actively-managed by the Adviser using a quantitative strategy substantially similar to the methodology of
the Index. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future.
Performance information is also available on the Fund’s website
at
www.alphaarchitect.com/funds
or by calling the Fund at
(215) 882-9983
.
Calendar Year Total Return as of December 31,
During the period of time shown in the bar chart, the Fund’s highest return for a calendar quarter was 9.21% (quarter ended September 30, 2017) and the Fund’s lowest return for a calendar quarter was
‑17.60% (quarter ended December 31, 2018).
Table of Contents - Prospectus
Average Annual Total Returns |
|
|
(for periods ended December 31, 2018 ) |
|
|
Since Inception | ||
|
1 Year |
(12/22/15) |
Return Before Taxes |
-22.15% |
-1.52% |
Return After Taxes on Distributions |
-22.14% |
-1.60% |
Return After Taxes on Distributions and Sale of Shares |
-12.86% |
-1.03% |
MSCI EAFE Growth Index (reflects no deduction for fees, expenses or taxes) |
-12.48% |
3.83% |
Alpha Architect International Quantitative Momentum Index (reflects no deduction for fees, expenses or taxes) |
-21.16% |
N/A 1 |
1 Since Inception performance is not shown for the Index because the calculation and publication of the value of the Index did not commence prior to December 31, 2016.
After-tax returns are calculated using the highest historical individual federal marginal income tax rates during the period covered by the table and do not reflect the impact of state and local
taxes. Actual after-tax returns depend on your tax situation and may differ from those shown and are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. In some cases,
the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
Investment Adviser
Empowered Funds, LLC serves as the investment adviser of the Fund.
Portfolio Manager
Mr. Tao Wang is the portfolio manager for the Fund and has managed the Fund since its inception in 2015.
For important information about the purchase and sale of Shares, tax information, and information about purchases through broker-dealers and other financial intermediaries, please turn to “Summary Information about Purchases, Sales, Taxes, and Financial Intermediary Compensation” on page 30 of the Prospectus.
Fund Summary
Investment Objective
The Alpha Architect Value Momentum Trend ETF (the “Fund”) seeks to track the total return performance, before fees and expenses, of the Alpha Architect Value Momentum Trend Index (the “Index”).
Fees And Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund (“Shares”). The fees and expenses are expressed as a percentage of the Fund’s average daily net assets. You may also pay brokerage commissions on the purchase and sale of Shares, which are not reflected in the table.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee
|
0.45%
|
Distribution and/or Service (12b-1) Fees
|
0.00%
|
Other Expenses
|
0.01%
|
Acquired Fund Fees and Expenses
1
|
0.54%
|
Total Annual Fund Operating Expenses
|
1.00% |
Less Fee Waiver
2
|
(0.20)% |
Total Annual Fund Operating Expenses After Fee Waiver
|
0.80% |
1
|
“Acquired Fund Fees and Expenses” are indirect fees and expenses that the Fund incurs from investing in the shares of other investment companies, including the Alpha Architect ETFs (as defined herein). The Acquired Fund Fees and Expenses have been revised based on the current investment advisory fee levels of the Alpha Architect ETFs; absent such revisions, the Acquired Fund Fees and Expenses and Fee Waiver would have been 0.79% and 0.45%, respectively. |
2
|
The Fund’s investment adviser has contractually agreed to waive all or a portion of its management fee for the Fund until at least January 31, 2020 to the extent necessary to prevent (i) management fees paid to the investment adviser for the Fund plus (ii) the aggregate amount of management fees paid to the investment adviser for management of the Alpha Architect ETFs (defined below) that are directly attributable to the Fund’s ownership of shares of the Alpha Architect ETFs, from exceeding 0.79% of the Fund’s daily net assets. This waiver agreement may be terminated only by agreement of the investment adviser and the Fund’s Board of Trustees. |
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 redeem 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:
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. For the
fiscal year ended September 30, 2018, the Fund’s portfolio turnover rate was 44% of the average value of its portfolio.
Principal Investment Strategies
The Fund employs a “passive management” (or indexing) investment approach designed to track the performance, before fees and expenses, of the Index. The Index is based on a proprietary methodology developed by Empirical Finance, LLC, d/b/a Alpha Architect, and licensed to Empowered Funds, LLC, the Fund’s investment adviser (the “Adviser”) and an indirect subsidiary of Alpha Architect. The Fund is a “fund of funds,” meaning that it primarily invests its assets in the shares of other exchange-traded funds (“ETFs”), rather than in securities of individual companies.
The Index
The Index will be composed primarily of the other ETFs advised by the Adviser (the “
Alpha Architect ETFs
”). Currently, there are four Alpha Architect
ETFs, which invest in either domestic or international equity securities, and employ either a “momentum” or a “value” investment strategy. In addition, the Index may, from time to time, use hedging strategies (as described more below).
The Alpha Architect ETFs can be grouped into ETFs that use a quantitative momentum investment strategy (Alpha Architect U.S. Quantitative Momentum ETF and Alpha
Architect International Quantitative Momentum ETF, referred to as the “
Momentum ETFs
”) and those that use a quantitative value investment strategy (Alpha Architect U.S. Quantitative Value ETF and the Alpha Architect International
Quantitative Value ETF, referred to as the “
Value ETFs
”). A “momentum” investment style emphasizes investing in securities that recently have had better recent total return performance compared to other securities. In contrast, a “value”
investment style emphasizes investing in securities that based on quantitative analysis are considered undervalue compared to other securities.
Each index tracked by the Alpha Architect ETFs uses a 5-step, quantitative, rules-based methodology to identify a portfolio of equity securities with positive
momentum (for the Momentum ETFs) or potential for capital appreciation (for the Value ETFs), as described below. Construction of each index begins with a universe of stocks that principally trade on the applicable exchanges (e.g., either U.S.
exchanges or exchanges in countries included in the MSCI EAFE Index). Each universe of stocks is then screened to, among other things, eliminate stocks whose market capitalization is below the 40th percentile of the market capitalization of
companies listed on the New York Stock Exchange.
For each index tracked by the Momentum ETFs (each, a “Momentum Index”), the second stage screens the remaining companies to identify the 10% with the highest
cumulative return for the past 12 months, excluding the last month. The third stage employs a momentum quality screen to identify which of the remaining companies has experienced the most consistent positive returns during the 12-month period
measured above. To account for seasonal (i.e., quarter-end) effects on a company’s performance, each Momentum Index is reconstituted quarterly in each February, May, August, and November, one month ahead of each calendar quarter-end. At the
time of each reconstitution, each Momentum Index constituent is equally-weighted.
For each index tracked by the Value ETFs (each, a “Value Index”), the second stage incorporates proprietary models to identify and exclude companies at risk for
financial distress or financial statement manipulation. The third stage employs a value-driven approach to identify the cheapest 10% of companies based on a proprietary value-centric metric similar to what is known as the “enterprise multiple,”
a firm’s total enterprise value divided by earnings before interest and taxes (EBIT). The fourth stage of Value Index construction seeks to identify which of the remaining companies has a sustainable competitive advantage and a strong current
financial position with operational momentum. At the time of each reconstitution, each Value Index constituent is equally-weighted.
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The Index is developed based primarily on a risk-parity approach, which focuses on an allocation of risk rather than an allocation of capital. The Fund uses
risk parity to seek to construct a portfolio with less volatility and risk. As of January 3, 2019, the Index, excluding the use of any hedging strategies (as described more below), was weighted as follows: 21.80% in the Alpha Architect U.S.
Quantitative Value ETF; 25.11% in the Alpha Architect International Quantitative Value ETF; 24.76% in the Alpha Architect U.S. Quantitative Momentum ETF; 23.86% Alpha Architect International Quantitative Momentum ETF; and 4.47% in cash and
cash equivalents.
To seek to avoid downtrending markets, the Index (and therefore the Fund) may hedge up to 100% of the value of its long portfolio. The Index uses a mathematical
modeling approach with respect to the use of hedging techniques. The Fund may use derivatives, including U.S. exchange-traded stock index futures or options thereon, to seek to hedge during times when the Index’s model indicates that the U.S.
equity market or international equity market identifies unfavorable trends in each respective market.
The Index will engage in hedging of its international portfolio by shorting a representative broad-based international securities index ETF when either one or both of the following conditions are met. First, the Index will hedge if the international equity markets’ total return over a rolling twelve calendar month period is less than or equal to the returns of the U.S. Treasury bill over the same period. Second, the Index will hedge when the international equity markets’ twelve-month moving average exceeds current prices. There is a 50 percent weight to each rule. If both rules are triggered the Index’s international equity portfolio will be fully hedged; if one rule is triggered the Index’s international equity portfolio will be 50 percent hedged; and if no rules are triggered the Index’s international equity portfolio will have no hedge.
The Index’s ETF components will be reconstituted annually, however, the hedging trend calculations (and hedging related Index changes, if any) will be conducted
monthly. The date of each subsequent reconstitution of the Index will be available on the Fund’s website at www.alphaarchitect.com/funds/contact at least one week prior to such date.
The Fund’s Investment Strategy
Under normal circumstances, at least 80% of the Fund’s total assets (exclusive of
collateral held from securities lending) will be invested in the component securities of the Index and other instruments of the Index. The Fund and the Alpha Architect ETFs are part of the same group of investment companies.
The Fund may also invest up to 20% of its assets in cash and cash equivalents (including
U.S. treasury bills), other investment companies, as well as securities and other instruments not included in the Index but which the Adviser believes will help the Fund track the Index.
For example, the
Fund may invest in securities that are not components of the Index to reflect various corporate actions and changes to the Index (such as reconstitutions, additions and deletions).
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The Adviser expects that, over time, the correlation between the Fund’s performance and
that of the Index, before fees and expenses, will be 95% or better.
The Fund will generally use a “replication” strategy to seek to achieve its investment objective, meaning the Fund will invest in all
of the component securities of the Index
in the same approximate proportions as in the Index, but may, when the Adviser believes it is in the best interests of
the Fund, use a “representative sampling” strategy, meaning the Fund may invest in a sample of the securities in the Index whose risk, return and other characteristics closely resemble the risk, return and other characteristics of the Index
as a whole.
The Fund is currently 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 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 Risks
”.
Fund of Funds Risk.
Because it invests primarily in other funds, the Fund’s investment performance
largely depends on the investment performance of those underlying Alpha Architect ETFs. An investment in the Fund is subject to the risks associated with the Alpha Architect ETFs that comprise the Index. At times, certain of the segments of the
market represented by constituent Alpha Architect ETFs in the Index may be out of favor and underperform other segments. The Fund will indirectly pay a proportional share of the expenses of the Alpha Architect ETFs in which it invests
(including operating expenses and management fees), which are identified in the fee schedule above as “Acquired Fund Fees and Expenses.”
Portfolio Size Risk.
Pursuant to its methodology, the Index is composed of a relatively small number of
constituents. Therefore, in seeking to track the returns of the Index, the Fund will hold a similarly small number of positions. To the extent that a significant portion of the Fund’s total assets is invested in a limited number of holdings,
the appreciation or depreciation of any one holding of the Fund may have a greater impact on the Fund’s NAV than it would if the Fund tracked an index comprised of a greater number of constituents.
Quantitative Security Selection Risk.
Data for some companies in
which the Alpha Architect ETFs invest or upon which the Fund calculates its risk-parity allocations may be less available and/or less current than data for companies in other markets. The Index (and each Alpha Architect ETF index) uses a
quantitative model to generate investment decisions and its processes and stock selection could be adversely affected if it relies on erroneous or outdated data. In addition, securities selected using the quantitative model 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.
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.
Passive Investment Risk. The Fund is not actively managed and the Adviser will not sell shares of a security due to current or projected underperformance of a security, industry or sector, unless that security is removed from the Index, sold in connection with a rebalancing of the Index as addressed in the Index methodology, or sold to comply with the Fund’s investment limitations (for example, to maintain the Fund’s tax status). Maintaining investments regardless of market conditions or the performance of individual investments could cause the Fund’s return to be lower than if the Fund employed an active strategy.
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Tracking Error Risk.
As with all index funds, the performance of the
Fund and its Index may differ from each other for a variety of reasons. For example, the Fund incurs operating expenses and portfolio transaction costs not incurred by the Index. In addition, the Fund may not be fully invested in the securities
of the Index at all times or may hold securities not included in the Index.
Investment Risk.
When you sell your Shares of the Fund, 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 or 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.
Hedging Risk - General.
A hedge is an investment made in order to
reduce the risk of adverse price movements in a security, by taking an offsetting position in a related security or basket of securities (often a derivative, such as an option or a short sale). While hedging strategies can be very useful and
inexpensive ways of reducing risk, they are sometimes ineffective due to unexpected changes in the market. Hedging also involves the risk that changes in the value of the related security or basket of securities will not match those of the
instruments being hedged as expected, in which case any losses on the instruments being hedged may not be reduced.
Derivatives Risk.
A derivative is any financial instrument whose
value is based on, and determined by, another security, index, rate or benchmark (i.e., stock options, futures, caps, floors, etc.). To the extent a derivative contract is used to hedge another position in the Fund, the Fund will be exposed to
the risks associated with hedging (described above). Unfavorable changes in the value of the underlying security, index, rate or benchmark may cause sudden losses. Gains or losses from the Fund’s use of derivatives may be substantially greater
than the amount of the Fund’s investment. Derivatives are also associated with various other risks, including market risk, leverage risk, hedging risk, counterparty risk, illiquidity risk and interest rate fluctuations risk. Since the Fund
primarily uses exchange-traded equity index futures contracts and exchange-traded interest rate futures contracts, the primary risks associated with the Fund’s use of derivatives are equity market risk and hedging risk.
Short Sale Risk.
When the Fund sells futures contracts or other
securities short, the Fund is exposed to the risks associated with short sales. Short sales involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a
security, because losses from short sales are potentially unlimited, whereas losses from security purchases can be no greater than the total amount invested.
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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 Cboe BZX Exchange, Inc. (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.
Secondary Market 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 be maintained. In addition, trading in Shares on the Exchange may be halted. In stressed market conditions, the liquidity of the Fund’s Shares (or the Alpha Architect ETFs’ shares) may begin to mirror the
liquidity of its underlying portfolio holdings (or the underlying portfolio holdings of the Alpha Architect ETFs), which can be significantly less liquid than the Fund’s Shares (or the relevant Alpha Architect ETF’s shares), potentially causing
the market price of the Fund’s Shares (or the relevant Alpha Architect ETF’s shares) to deviate from its (their) NAV.
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 Fund’s Shares and greater risk of loss.
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, Fund 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.
Underlying Alpha Architect Funds Risks.
The Fund expects to invest a
substantial portion of its assets in the Alpha Architect ETFs, so the Fund’s investment performance is likely to be directly related to the performance of the Alpha Architect ETFs. The Fund’s NAV will change with changes in the value of the
Alpha Architect ETFs and other instruments in which the Fund invests based on their market valuations. If the investment advisory fee waiver is discontinued, an investment in the Fund will entail more costs and expenses than the combined costs
and expenses of direct investments in the Alpha Architect ETFs and the costs and expense of engaging in hedging strategies as contemplated by the Index.
In addition to some or all of the foregoing risks, the Fund will be subject to the risks as noted below:
Momentum Style Risk.
Investing in or having exposure to securities
with positive momentum entails investing in securities that have had above-average recent returns. These securities may be more volatile than a broad cross-section of securities. Returns on securities that have previously exhibited momentum may
be less than returns on other styles of investing or the overall stock market. Momentum can turn quickly and cause significant variation from other types of investments, and stocks that previously exhibited high momentum may not experience
continued positive momentum. In addition, there may be periods when the momentum style is out of favor, and during which the investment performance of a fund using a momentum strategy may suffer.
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 an Alpha Architect ETF 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.
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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, such as
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 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.
Mid-Capitalization Company Risk.
Investing in securities of medium
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
medium 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.
PERFORMANCE
The following information provides some indication of the risks of investing in the Fund. The bar chart shows the annual return for the Fund. The table shows
how the Fund’s average annual returns for one-year and since inception periods compare with those of a broad measure of market performance. The Fund’s past performance, before and after taxes, is not necessarily an indication of how the Fund
will perform in the future.
Performance information is also available on the Fund’s website at
www.alphaarchitect.com/funds
or by calling the Fund at
(215)
882-9983
.
Calendar Year Total Return as of December 31,
During the period of time shown in the bar chart, the Fund’s highest return for a calendar quarter was 1.07% (quarter ended March 31, 2018) and the Fund’s
lowest return for a calendar quarter was ‑16.27% (quarter ended December 31, 2018).
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Average Annual Total Returns
(for periods ended December 31, 2018)
|
||
Since Inception | ||
1 Year | (5/2/2017) | |
Return Before Taxes |
-15.71% |
-0.90% |
Return After Taxes on Distributions |
-15.87% |
-1.13% |
Return After Taxes on Distributions and Sale of Shares |
-9.15% |
-0.65% |
MSCI The World Index Gross (reflects no deduction for fees, expenses or taxes) |
-8.20% |
2.38% |
Alpha Architect Value Momentum Trend Index (reflects no deduction for fees, expenses or taxes)
|
-15.87% |
-1.26% |
After-tax returns are calculated using the highest historical individual federal marginal income tax rates during the period covered by the table and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on your tax situation and may differ from those shown and are not relevant if you hold your shares through tax-deferred arrangements, such as 401(k) plans or
individual retirement accounts. In some cases, the return after taxes may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period.
Investment Adviser
Empowered Funds, LLC serves as the investment adviser of the Fund.
Portfolio Manager
Mr. Tao Wang is the portfolio manager for the Fund and has managed the Fund since its inception in 2017.
For important information about the purchase and sale of Shares, tax information, and information about purchases through
broker-dealers and other financial intermediaries, please turn to “Summary Information about Purchases, Sales, Taxes, and Financial Intermediary Compensation” on page 30 of the Prospectus.
Summary Information about Purchases, Sales, Taxes, and Financial Intermediary Compensation
Purchase And Sale Of Fund Shares
Each Fund issues and redeems Shares on a continuous basis only in large blocks of Shares, typically 50,000 Shares, called “Creation Units,” and only APs (typically, broker-dealers) may purchase or redeem Creation Units. Creation Units generally are issued and redeemed ‘in-kind’ for securities but may also be issued and redeemed for cash. Individual Shares may only be purchased and sold in secondary market transactions through brokers. Once created, individual Shares generally trade in the secondary market at market prices that change throughout the day. Market prices of Shares may be greater or less than their NAV. Except when aggregated in Creation Units, the Funds’ shares are not redeemable securities.
Tax Information
The Funds’ distributions generally are taxable to you as ordinary income, capital gains, or some combination of both, unless your investment is in an Individual Retirement Account (“IRA”) or other tax-advantaged account. However, subsequent withdrawals from such a tax-advantaged account may be subject to federal income tax. You should consult your tax advisor about your specific tax situation.
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Purchases Through Broker-Dealers And Other Financial Intermediaries
If you purchase Shares through a broker-dealer or other financial intermediary, the applicable 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
How are the Funds Different from Mutual Funds?
Redeemability.
Mutual fund shares may be bought from, and redeemed with, the issuing fund for cash at NAV typically calculated once at the end of the business day. Shares of the Funds, by
contrast, cannot be purchased from or redeemed with the Funds except by or through APs (typically, broker-dealers), and then principally for an in-kind basket of securities (and a limited cash amount) or cash amount. In addition, the Funds issue
and redeem Shares on a continuous basis only in large blocks of Shares, typically 50,000 Shares, called “Creation Units.”
Exchange Listing.
Unlike mutual fund shares, Shares of each Fund will be listed for trading on the Exchange. Investors can purchase and sell Shares on the secondary market through a broker.
Investors purchasing Shares in the secondary market through a brokerage account or with the assistance of a broker may be subject to brokerage commissions and charges. Secondary-market transactions do not occur at NAV, but at market prices that
change throughout the day, based on the supply of, and demand for, Shares and on changes in the prices of a Fund’s portfolio holdings. The market price of Shares may differ from the NAV of a Fund. The difference between market price of Shares and
the NAV of a Fund is called a premium when the market price is above the reported NAV and called a discount when the market price is below the reported NAV, and the difference is expected to be small most of the time, though it may be
significant, especially in times of extreme market volatility.
Tax Treatment.
Shares have been designed to be tax-efficient. Specifically, their in-kind creation and redemption feature has been designed to protect Fund shareholders from adverse tax
consequences applicable to registered investment companies as a result of cash transactions in the registered investment company’s shares, including cash redemptions. Nevertheless, to the extent redemptions from the Funds are paid in cash, the
Funds may realize capital gains or losses, including in some cases short-term capital gains, upon the sale of portfolio securities to generate the cash to satisfy the redemption.
Transparency.
Each Fund’s portfolio holdings are disclosed on its website daily after the close of trading on the Exchange and prior to the opening of trading on the Exchange the following day.
A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the Funds’ Statement of Additional Information (“SAI”).
Premium/Discount Information.
Information about the premiums and discounts at which the Funds’ Shares have traded is available at
www.alphaarchitect.com/funds.
Additional Information about the Indexes
Each Index was developed by Messrs. Wesley R. Gray and John Vogel of the Adviser.
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Wesley R. Gray, Ph.D., is the founder and Executive Managing Member of the Adviser, which he founded in 2014, and Alpha Architect, which he founded in 2010. Dr.
Gray has published four books: Embedded: A Marine Corps Adviser Inside the Iraqi Army, Quantitative Value: A Practitioner’s Guide to Automating Intelligent Investment and Eliminating Behavioral Errors, DIY Financial Advisor: A simple Solution
to Build and Protect Your Wealth, and Quantitative Momentum: A Practitioner’s Guide to Building a Momentum-Based Stock Selection System. Since 2010, Dr. Gray has served as a finance professor at Drexel University’s LeBow College of Business. In
2010, Dr. Gray received a Ph.D./M.B.A. in Finance from the University of Chicago Booth School of Business. From 2004 through 2008, Dr. Gray was a Ground Intelligence Officer in the United States Marine Corps, attaining the rank of captain. Dr.
Gray graduated magna cum laude with a B.S. from the Wharton School of the University of Pennsylvania. Dr. Gray holds the Series 65 and Series 3 licenses.
John Vogel, Ph.D., has been a Managing Member of Alpha Architect since 2012 where he serves as the CFO, heads the research
department and assists in business development and operations. Dr. Vogel conducts research in empirical asset pricing and behavioral finance and is a co-author of DIY Financial Advisor: A Simple Solution to Build and Protect Your Wealth, and
Quantitative Momentum: A Practitioner’s Guide to Building a Momentum-Based Stock Selection System. His academic experience involves being an instructor and research assistant at Drexel University from September 2006 until March 2014 in both
the Finance and Mathematics departments as well as a finance professor at Villanova University since January 2015. Dr. Vogel received a Ph.D. in Finance from Drexel University. He has a M.S. in Mathematics from Drexel University, and
graduated summa cum laude with a B.S. in Mathematics and Education from The University of Scranton. Dr. Vogel holds the Series 65 and Series 3 licenses.
The Adviser has retained an unaffiliated third party, Solactive, AG (the “Calculation Agent”), to calculate each Index. The
Calculation Agent, using the applicable rules-based methodology, will calculate, maintain and disseminate each Index on a daily basis. The Adviser has implemented procedures to separate personnel who are responsible for the maintenance of the
Indices from those personnel responsible for trading on the Funds’ accounts. The Adviser has also established policies and procedures designed to prevent nonpublic information about pending changes to an Index from being used or disseminated
in an improper manner. Neither an Index nor an Index’s constituents are expected to change absent exceptional events, such as an underlying ETF ceasing operations, becoming illiquid, a material change to its investment objective, or a
material change to the index that the underlying ETF tracks.
The Adviser will monitor the results produced by the Calculation Agent to help ensure that each Index is being calculated
in accordance with the applicable rules-based methodology.
Additional Information about the Funds’ Investment Objectives and Strategies
Each Fund’s investment objective is a non-fundamental investment policy and may be changed without a vote of shareholders with prior written notice to shareholders.
Alpha Architect U.S. Quantitative Value ETF.
Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in securities of U.S. companies. The Fund’s 80% policy is non-fundamental
and can be changed without shareholder approval. However, Fund shareholders would be given at least 60 days’ notice prior to any such change.
For purposes of the Fund’s 80% policy, securities of U.S. companies include the securities of any company organized outside of the United States (a) that is included in the S&P 500
®
Index, (b) that has its headquarters or principal location of operations in the United States, (c) whose primary listing is on a securities exchange or market in the United States, or (d) that derives a majority of its revenues in the United
States.
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Alpha Architect International Quantitative Value ETF.
Under normal circumstances , the Fund will invest at least 65% of its net assets, plus any borrowings for investment purposes , in equity securities of international companies and their depositary receipts.
For purposes of the Fund’s 65% policy, securities of international companies include the securities of any company (a) that is organized outside of the United States, (b) that is included in the MSCI EAFE Index, (c) that has its headquarters or principal location of operations in a country outside of the United States, (d) whose primary listing is on a securities exchange or market outside of the United States, or (e) that derives a majority of its revenues outside of the United States.
Alpha Architect U.S. Quantitative Momentum ETF.
Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in securities of U.S. companies. The Fund’s 80% policy is non-fundamental
and can be changed without shareholder approval. However, Fund shareholders would be given at least 60 days’ notice prior to any such change.
For purposes of the Fund’s 80% policy, securities of U.S. companies include the securities of any company organized outside of the United States (a) that is included in the S&P 500
®
Index, (b) that has its headquarters or principal location of operations in the United States, (c) whose primary listing is on a securities exchange or market in the United States, or (d) that derives a majority of its revenues in the United
States.
Alpha Architect International Quantitative Momentum ETF.
Under normal circumstances , the Fund will invest at least 65% of its net assets, plus any borrowings for investment purposes , in equity securities of international companies and their depositary receipts.
For purposes of the Fund’s 65% policy, securities of international companies include the securities of any company (a) that is organized outside of the United States, (b) that is included in the MSCI
EAFE Index, (c) that has its headquarters or principal location of operations in a country outside of the United States, (d) whose primary listing is on a securities exchange or market outside of the United States, or (e) that derives a majority
of its revenues outside of the United States.
Alpha Architect Value Momentum Trend ETF
Under normal circumstances, at least 80% of the Fund’s total assets (exclusive of collateral held from securities lending) will be invested in the component securities of the Alpha Architect Value
Momentum Trend Index and other instruments of the Alpha Architect Value Momentum Trend Index. The Alpha Architect Value Momentum Trend Index (and, in turn, the Fund) may also, from time to time, include holdings of (or short) various securities
and financial instruments (such as futures contracts and options on securities, indices and futures contracts) based on trends in rolling twelve-month market returns and moving averages. The Alpha Architect Value Momentum Trend Index includes
the Alpha Architect ETFs, which are also advised by the Fund’s adviser, as well as the aforementioned securities and financial instruments. The Fund and the Alpha Architect ETFs are part of the same group of investment companies.
Additional Information about the Funds’ Risks
The table below provides additional information about the risks of investing in each Fund, including the principal risks identified under “Principal Risks” in each Fund Summary. Following the table,
each risk is explained.
Table of Contents - Prospectus
Risks |
|
Alpha Architect
U.S.
Quantitative
Value
ETF |
|
Alpha Architect
International
Quantitative
Value
ETF |
|
Alpha Architect
U.S.
Quantitative
Momentum
ETF
|
|
Alpha Architect
International
Quantitative
Momentum
ETF
|
|
Alpha Architect
Value
Momentum
Trend
ETF |
Principal Risks |
|
|
|
|
|
|
|
|
|
|
Fund of Funds Risk |
|
|
|
|
|
|
|
|
|
X |
Portfolio Size Risk |
|
|
|
|
|
|
|
|
|
X |
Hedging Risk – General |
|
|
|
|
|
|
|
|
|
X |
Hedging Model Risk |
|
|
|
|
|
|
|
|
|
X |
Derivatives Risk |
|
|
|
|
|
|
|
|
|
X |
Short Sale Risk |
|
|
|
|
|
|
|
|
|
X |
Less Experienced Index Provider Risk |
|
|
|
|
|
|
|
|
|
X |
Underlying Alpha Architect Funds Risks |
|
|
|
|
|
|
|
|
|
X |
Depositary Receipts Risk |
|
|
|
|
|
|
|
|
|
X |
Foreign Investment Risk |
|
|
|
X |
|
|
|
X |
|
X |
Value Style Investing Risk |
|
X |
|
X |
|
|
|
|
|
X |
Momentum Style Risk |
|
|
|
|
|
X |
|
X |
|
X |
Quantitative Security Selection Risk |
|
X |
|
X |
|
X |
|
X |
|
X |
Passive Investment Risk |
|
X |
|
X |
|
X |
|
X |
|
X |
Tracking Error Risk |
|
X |
|
X |
|
X |
|
X |
|
X |
Equity Investing Risk |
|
X |
|
X |
|
X |
|
X |
|
X |
Investment Risk |
|
X |
|
X |
|
X |
|
X |
|
X |
Risks |
|
Alpha Architect
U.S.
Quantitative
Value
ETF |
|
Alpha Architect
International
Quantitative
Value
ETF |
|
Alpha Architect
U.S.
Quantitative
Momentum
ETF
|
|
Alpha Architect
International
Quantitative
Momentum
ETF
|
|
Alpha Architect
Value
Momentum
Trend
ETF |
Premium-Discount Risk |
|
X |
|
X |
|
X |
|
X |
|
X |
Secondary Market Trading Risk |
|
X |
|
X |
|
X |
|
X |
|
X |
Medium Capitalization Company Risk |
|
X |
|
X |
|
X |
|
X |
|
X |
Trading Risk |
|
X |
|
X |
|
X |
|
X |
|
X |
Non-Diversification Risk |
|
|
|
|
|
|
|
|
|
X |
High Portfolio Turnover Risk |
|
X |
|
|
|
X |
|
X |
|
|
APs, Market Makers and Liquidity Providers Concentration Risk |
|
X |
|
X |
|
X |
|
X |
|
X |
Fund of Funds Risk.
Because the
Alpha Architect Value Momentum Trend ETF
invests primarily in other funds, the
Fund’s investment performance largely depends on the investment performance of those underlying Alpha Architect ETFs. An investment in the Fund is subject to the risks associated with the Alpha Architect ETFs that comprise the Index. The risks
described below apply to the Fund directly and/or indirectly via its investments in one or more Alpha Architect ETFs (e.g., foreign investment risk). At times, certain of the segments of the market represented by constituent Alpha Architect ETFs
in the Index may be out of favor and underperform other segments. The Fund will indirectly pay a proportional share of the expenses of the Alpha Architect ETFs in which it invests (including operating expenses and management fees), which are
identified in the fee schedule in the Summary section above as “Acquired Fund Fees and Expenses.”
Portfolio Size Risk.
Pursuant to its methodology, the Alpha Architect Value Momentum Trend Index is composed of a relatively small number of constituents.
Therefore, in seeking to track the returns of the Index, the Fund will hold a similarly small number of positions. To the extent that a significant portion of the Fund’s total assets is invested in a limited number of holdings, the appreciation
or depreciation of any one holding of the Fund may have a greater impact on the Fund’s NAV than it would if the Fund tracked an index comprised of a greater number of constituents.
Hedging Risk - General
. A hedge is an investment made in order to reduce the risk of adverse price movements in a security, by taking an offsetting position in
a related security or basket of securities (often a derivative, such as an option or a short sale). While hedging strategies can be very useful and inexpensive ways of reducing risk, they are sometimes ineffective due to unexpected changes in the
market. Hedging also involves the risk that changes in the value of the related security or basket of securities will not match those of the instruments being hedged as expected, in which case any losses on the instruments being hedged may not be
reduced.
Table of Contents - Prospectus
The gains and losses of the
Alpha Architect Value Momentum Trend ETF
’s futures positions may not correlate with the Fund’s direct investments in equity
securities; as a result, these futures contracts may decline in value at the same time as the Fund’s direct investments in equity securities decline in value.
The Index’s (and therefore the Fund’s) use of hedging strategy also exposes the Fund to the risks of investing in derivative contracts (see below for more information on derivatives risks).
Hedging Model Risk.
The risk that the Index’s use of hedging strategies based on mathematical models may not produce the desired result or risk that the
Adviser is unable to trade certain derivatives effectively or in a timely manner. The Index uses a mathematical approach to the implementation of hedging strategies. Maintenance of the hedging strategies will not ensure that the
Alpha Architect Value Momentum Trend ETF
will deliver competitive returns. The use of derivatives in connection with the Index’s hedging strategies may expose the Index (and therefore the Fund) to losses
(some of which may be sudden) that it would not have otherwise been exposed to if it had only invested directly in equity securities. Hedging strategies could limit the Index’s (and therefore the Fund’s) gains in rising markets and may expose the
Fund to costs to which it would otherwise not have been exposed. The Index’s (and the therefore the Fund’s) hedging strategies may result in the Index (and the Fund) outperforming the general securities market during periods of flat or negative
market performance and underperforming the general securities market during periods of positive market performance.
The Index’s mathematical models used to determine whether to include hedging strategies may perform differently than expected and may negatively affect Index (and Fund) performance for various reasons,
including errors in using or building the models, technical issues implementing the models and various nonquantitative factors (e.g., market or trading system dysfunctions, and investor fear or over-reaction).
Derivatives Risk.
A derivative is any financial instrument whose value is based on, and determined by, another security, index, rate or benchmark (i.e., stock
options, futures, caps, floors, etc.). To the extent a derivative contract is used to hedge another position in the
Alpha Architect Value Momentum Trend ETF
, the Fund will be exposed to the risks
associated with hedging (described above). Unfavorable changes in the value of the underlying security, index, rate or benchmark may cause sudden losses. Gains or losses from the Fund’s use of derivatives may be substantially greater than the
amount of the Fund’s investment. Derivatives are also associated with various other risks, including market risk, leverage risk, hedging risk, counterparty risk, illiquidity risk and interest rate fluctuations risk. Since the Fund primarily uses
exchange-traded equity index futures contracts and exchange-traded interest rate futures contracts, the primary risks associated with the Fund’s use of derivatives are equity market risk and hedging risk.
Short Sale Risk.
When the
Alpha Architect Value Momentum Trend ETF
sells futures contracts or other securities
short, the Fund is exposed to the risks associated with short sales. Short sales involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a security, because
losses from short sales are potentially unlimited, whereas losses from security purchases can be no greater than the total amount invested.
Less Experienced Index Provider Risk.
The Index provider is new and less experienced, and therefore there is a greater risk that the Index provider may fail to compile the Index accurately.
Underlying Alpha Architect Funds Risks.
The
Alpha Architect Value Momentum Trend ETF
expects to invest a
substantial portion of its assets in the Alpha Architect ETFs, so the Fund’s investment performance is likely to be directly related to the performance of the Alpha Architect ETFs. The Fund’s NAV will change with changes in the value of the Alpha
Architect ETFs and other instruments in which the Fund invests based on their market valuations. If the investment advisory fee waiver is discontinued, an investment in the Fund will entail more costs and expenses than the combined costs and
expenses of direct investments in the Alpha Architect ETFs and the costs and expense of engaging in hedging strategies as contemplated by the Index.
Table of Contents - Prospectus
Depositary Receipts Risk.
The risks of investments in depositary receipts, including American Depositary Receipts (“ADRs”), European Depositary Receipts
(“EDRs”), 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.
Foreign Investment Risk.
The Alpha Architect International Quantitative Value ETF, Alpha Architect International Quantitative Momentum ETF and Alpha Architect
Value Momentum Trend ETF may invest in foreign securities, 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 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 the value of a 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 certain countries. Since foreign exchanges may be open on days when a Fund does not price its Shares, the value of the securities in a Fund’s portfolio may change on days when shareholders will not be able to purchase or sell a 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 a 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 a Fund). Capital controls may impact the ability of a Fund to buy, sell or otherwise transfer securities or currency, may adversely affect the trading market and price for Shares of a Fund, and may cause a Fund to decline in value.
Depositary Receipt Risk. A Fund’s investments in foreign companies may be in the form of depositary receipts, including ADRs, EDRs, and GDRs. ADRs, EDRs, and GDRs are generally subject to the risks of investing directly in foreign securities and, in some cases, there may be less information available about the underlying issuers than would be the case with a direct investment in the foreign issuer. 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 such issuers and there may not be a correlation between such information and the market value of the depositary receipts. In general, ADRs must be sponsored, but a Fund may invest in unsponsored ADRs under certain limited circumstances. It is expected that not more than 10% of the net assets of a Fund will be invested in unsponsored ADRs. A 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 such ADRs or GDRs is deemed illiquid, that investment will be included within a Fund’s limitation on investment in illiquid securities. Moreover, if adverse market conditions were to develop during the period between a Fund’s decision to sell these types of ADRs or GDRs and the point at which the Fund is permitted or able to sell such security, the Fund might obtain a price less favorable than the price that prevailed when it decided to sell.
Table of Contents - Prospectus
Currency Risk. Each Fund’s NAV is determined on the basis of U.S. dollars; therefore, a 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 a 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 a Fund and the price of a 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. A 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 a Fund’s investments to experience gains or losses. A 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 a Fund to buy and sell securities. The procedures and rules governing foreign transactions and custody (holding of a Fund’s assets) also may involve delays in payment, delivery or recovery of money or investments. These factors could result in a loss to a 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.
Risks Related to Investing in Australia . Investment in Australian issuers may subject a Fund to regulatory, political, currency, security, and economic risk specific to Australia. The Australian economy is heavily dependent on exports from the agricultural and mining sectors. As a result, the Australian economy is susceptible to fluctuations in the commodity markets. The Australian economy is also becoming increasingly dependent on its growing services industry. The Australian economy is dependent on trading with key trading partners, including the United States, China, Japan, Singapore, and certain European countries. Reduction in spending on Australian products and services, or changes in any of the economies, may cause an adverse impact on the Australian economy. The agricultural and mining sectors of Australia’s economy account for the majority of its exports. Australia is susceptible to fluctuations in the commodity markets and, in particular, in the price and demand for agricultural products and natural resources. Any negative changes in these sectors could have an adverse impact on the Australian economy.
Table of Contents - Prospectus
Additionally, Australia is located in a part of the world that has historically been prone to natural disasters, such as hurricanes and droughts, and is economically sensitive to environmental events. Any such event may adversely impact the Australian economy, causing an adverse impact on the value of a Fund’s Australian securities.
Risks Related to Investing in Europe . The economies of Europe are highly dependent on each other, both as key trading partners and as in many cases as fellow members maintaining the euro. Reduction in trading activity among European countries may cause an adverse impact on each nation’s individual economies. European countries that are part of the Economic and Monetary Union of the European Union (“EU”) are required to comply with restrictions on inflation rates, deficits, interest rates, debt levels, and fiscal and monetary controls, each of which may significantly affect every country in Europe. Decreasing imports or exports, changes in governmental or EU regulations on trade, changes in the exchange rate of the euro, the default or threat of default by an EU member country on its sovereign debt, and recessions in an EU member country may have a significant adverse effect on the economies of EU member countries and their trading partners.
Potential implications of Brexit. In a referendum held in June 2016, the electorate of the United Kingdom resolved to leave the European Union, an event commonly known as “Brexit”. The result has led to political and economic instability, volatility in the financial markets of the United Kingdom and more broadly across Europe. It may also lead to weakening in consumer, corporate and financial confidence in such markets as the UK negotiates its exit from the EU. The longer term process to implement the political, economic and legal framework between the UK and the EU is likely to lead to continuing uncertainty and periods of exacerbated volatility in both the UK and in wider European markets. In particular, the decision made in the British referendum may lead to a call for similar referendums in other European jurisdictions which may also cause increased economic volatility in wider European and global markets.
As negotiations related to the United Kingdom’s withdrawal from the EU are ongoing, there is significant economic and regulatory uncertainty that has resulted in volatile markets for the United Kingdom and broader international financial markets. While the long-term effects of the United Kingdom’s withdrawal remain unclear, in the short term, financial markets may experience, among other things, greater volatility and/or illiquidity, currency fluctuations, and a decline in cross-border investment between the United Kingdom and the EU. The short- and long-term effect of the withdrawal and subsequent relationship re-negotiation may negatively impact the Funds’ investment in the region.
Risks Related to Investing in Japan . Economic growth in Japan is heavily dependent on international trade, government support, and consistent government policy. Slowdowns in the economies of key trading partners such as the United States, China, and countries in Southeast Asia could have a negative impact on the Japanese economy as a whole. The Japanese economy has in the past been negatively affected by, among other factors, government intervention and protectionism and an unstable financial services sector. While the Japanese economy has recently emerged from a prolonged economic downturn, some of these factors, as well as other adverse political developments, increases in government debt, changes to fiscal, monetary or trade policies, or other events, such as natural disasters, could have a negative impact on Japanese securities. In addition, Japan faces massive government debt, an aging and shrinking of the population, an uncertain financial sector, low domestic consumption, and certain corporate structural weaknesses. Japan also has few natural resources, and any fluctuation or shortage in the commodity markets could have a negative impact on Japanese securities.
Value Style Investing Risk
. A value stock may not increase in price if other investors fail to recognize the company’s value or the markets favor
faster-growing companies.
Table of Contents - Prospectus
A Fund’s policy of investing in securities that may be out of favor, including turnarounds, cyclical companies, companies reporting poor earnings and companies whose share prices have declined sharply
or that are less widely followed by other investors, differs from the approach followed by many other funds.
Cyclical stocks in which a Fund may invest tend to increase in value more quickly during periods of anticipated economic upturns than noncyclical stocks, but they also tend to lose value more quickly in
periods of anticipated economic downturns. Companies emerging from bankruptcy may have difficulty retaining customers and suppliers. These companies may have relatively weak balance sheets and, during economic downturns, they may have
insufficient cash flow to pay their debt obligations and difficulty finding additional financing needed for their operations.
Momentum Style Risk.
Investing in or having exposure to securities with positive momentum entails investing in securities that have had above-average recent returns. These securities may be more
volatile than a broad cross-section of securities. Returns on securities that have previously exhibited momentum may be less than returns on other styles of investing or the overall stock market. Momentum can turn quickly and cause significant
variation from other types of investments, and stocks that previously exhibited high momentum may not experience continued positive momentum. In addition, there may be periods when the momentum style is out of favor, and during which the
investment performance of a Fund using a momentum strategy may suffer.
Quantitative Security Selection Risk.
Data for some issuers may be less available and/or less current than data for issuers in other markets. The Index uses a
quantitative model, and its processes could be adversely affected if erroneous or outdated data is utilized. In addition, securities selected using a quantitative model 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. The factors used in such analyses may not be predictive of a security’s value and its effectiveness can
change over time. These changes may not be reflected in the quantitative model.
Passive Investment Risk. Each Fund invests in the securities included in, or representative of, its Index regardless of their investment merit. The Funds do not attempt to outperform its respective Index or take defensive positions in declining markets. As a result, a Fund’s performance may be adversely affected by a general decline in the market segments relating to its Index. The returns from the types of securities in which the Funds invest may underperform returns from the various general securities markets or different asset classes. This may cause the Funds to underperform other investment vehicles that invest in different asset classes. Different types of securities (for example, large-, mid- and small-capitalization stocks) tend to go through cycles of doing better – or worse – than the general securities markets. In the past, these periods have lasted for as long as several years.
Tracking Error Risk. As with all index funds, the performance of each Fund and its respective Index may differ from each other for a variety of reasons. For example, the Funds incur operating expenses and portfolio transaction costs not incurred by an Index. In addition, the Funds may not be fully invested in the securities of their respective Index at all times or may hold securities not included in the Index. As a result of legal restrictions or limitations that apply to the Funds but not to the Indexes, the Funds may have less relative short exposure than the Indexes during periods in between each Index’s quarterly reconstitutions. Such differences in short exposure may cause the performance of each Fund and its respective Index to differ from each other.
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.
Table of Contents - Prospectus
Investment Risk.
As with all investments, an investment in a Fund is subject to investment risk. Investors in a Fund could lose money, including the possible
loss of the entire principal amount of an investment, over short or long periods of time.
Premium-Discount Risk.
The Shares may trade above or below their NAV. The NAV of a Fund will generally fluctuate with changes in the market value of the
Fund’s holdings. The market prices of Shares, however, will generally fluctuate in accordance with changes in NAV as well as the relative supply of, and demand for, Shares on the Exchange and other securities exchanges. The trading price of
Shares may deviate significantly from NAV during periods of market volatility or limited trading in Shares. The Adviser cannot predict whether Shares will trade below, at or above their NAV. Price differences may be due, in large part, to the
fact that supply and demand forces at work in the secondary trading market for Shares will be closely related to, but not identical to, the same forces influencing the prices of the securities held by a Fund. However, given that Shares can be
purchased and redeemed in large blocks of Shares, called Creation Units (unlike shares of closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAV), and a Fund’s portfolio holdings are fully
disclosed on a daily basis, the Adviser believes that large discounts or premiums to the NAV of Shares should not be sustained, but that may not be the case.
Secondary Market 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 a Fund’s Shares have more trading
volume and market liquidity and higher if a Fund’s Shares have little trading volume and market liquidity. Further, increased market volatility may cause increased bid/ask spreads.
Mid-Capitalization Company 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. These securities may have returns that vary, sometimes significantly, from the overall
securities market. Mid-capitalization companies are sometimes more dependent on key personnel or limited product lines than larger, more diversified 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.
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 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. Further, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility
pursuant to the Exchange “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 a Fund will continue to be met or will remain unchanged. In stressed market conditions, the liquidity of a Fund’s Shares may begin to mirror the liquidity of the applicable Fund’s
underlying portfolio holdings, which can be significantly less liquid than the Fund’s Shares, potentially causing the market price of the Fund’s Shares to deviate from their NAV.
Non-Diversification Risk.
A Fund may be more sensitive to a single economic, business, political, regulatory or other occurrence than a more diversified
portfolio might be, which may result in greater fluctuation in the value of the Fund’s shares and to a greater risk of loss.
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High Portfolio Turnover Risk. A Fund’s investment strategy may from time to time result in higher turnover rates. This may increase a Fund’s brokerage commission costs. The performance of a Fund could be negatively impacted by the increased brokerage commission costs incurred by the Fund. Rapid portfolio turnover also exposes shareholders to a higher current realization of short-term capital gains, distributions of which would generally be taxed to you as ordinary income and thus cause you to pay higher taxes.
APs, Market Makers, and Liquidity Providers Concentration Risk.
Each Fund has a limited number of financial
institutions that may act as 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.
Empowered Funds, LLC acts as each Fund’s investment adviser. The Adviser is located at 213 Foxcroft Road, Broomall, PA 19008 and is 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 solely to the Funds. The Adviser was founded in October, 2013.
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 the Funds’ objectives, policies and restrictions.
The Adviser continuously reviews, supervises and administers the Funds’ investment programs. Pursuant to the investment advisory agreement (the “Advisory Agreement”) between the Trust and the
Adviser each Fund will pay the Adviser 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:
* The Adviser has contractually agreed to waive all or a portion of its management fee of 45 basis points (0.45%) for the Alpha Architect Value Momentum Trend ETF until at least January 31, 2020 to the extent necessary to prevent (i) management fees paid to the Adviser for the Alpha Architect Value Momentum Trend ETF plus (ii) the aggregate amount of management fees paid to the Adviser for management of the Alpha Architect ETFs that are directly attributable to the Alpha Architect Value Momentum Trend ETF’s ownership of shares of the Alpha Architect ETFs, from exceeding 0.79% of the Alpha Architect Value Momentum Trend ETF’s daily net assets. The fee waiver agreement may be terminated only by agreement of the Adviser and the Board of Trustees.
Prior to January 31, 2019, each of Alpha Architect U.S. Quantitative Value ETF, Alpha Architect International Quantitative Value ETF, Alpha Architect U.S. Quantitative Momentum ETF, Alpha Architect International Quantitative Value ETF, and Alpha Architect International Quantitative Momentum ETF paid the Adviser an annual advisory fee based on its respective average daily net assets for the services and facilities it provided payable at the rate of 0.79%.
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 each Fund’s Rule 12b-1 Distribution and Service Plan (the “Plan”), brokerage expenses, acquired fund fees and expenses, taxes, interest (including borrowing costs), litigation expense and other non-routine or extraordinary expenses. The Advisory Agreement for a Fund provides that it may be terminated at any time, without the payment of any penalty, by the Board or, with respect to a 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.
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Mr. Tao Wang is the portfolio manager responsible for the day-to-day management of the Funds.
Tao Wang has been portfolio manager of each Fund since its inception. Mr. Wang has been a Managing Member of the Adviser and Alpha Architect since September 2013, where he heads the trading department and assists in quantitative research. Mr. Wang has a M.S. in Finance from Drexel University, and graduated with a B.A. in Economic Journalism and B.L. in International Business Law from Shanghai University of Finance & Economics. He is also a CFA® Charterholder.
The Funds’ SAI provides additional information about the portfolio manager, including other accounts he manages, his ownership in the Funds and compensation.
Approval of Advisory Agreements
A discussion regarding the basis for the Board’s approval of the Advisory Agreement with respect to the Alpha Architect U.S. Quantitative Value ETF, Alpha Architect International Quantitative Value ETF, Alpha Architect U.S. Quantitative Momentum ETF, and Alpha Architect International Quantitative Momentum ETF is available in the Funds’ Semi-Annual Report for the fiscal period ended March 31, 2018. A discussion regarding the basis for the Board’s approval of the Advisory Agreement with respect to the Alpha Architect Value Momentum Trend ETF is available in the Funds’ Annual Report for the fiscal period ended September 30, 2017.
Quasar Distributors, LLC (“Distributor”) serves as the distributor of Creation Units (defined below) for the Funds 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.
Pellegrino, LLC, 303 West Lancaster Avenue, Suite 302, Wayne, PA 19087, serves as legal counsel to the Funds.
Spicer Jeffries, 4601 DTC Boulevard, Suite 700, Denver, CO 80237, serves as the Funds’ independent registered public accounting firm. The independent registered public accounting firm is responsible for auditing the annual financial statements of the Funds.
Shares of the Funds 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 of a Fund to be issued, nor in the determination or calculation of the equation by which the Shares are redeemable. The Exchange has no obligation or liability to owners of the Shares of the Funds in connection with the administration, marketing or trading of the Shares of the Funds. 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
Shares will be issued or redeemed by each Fund at NAV per Share only in Creation Units of 50,000 Shares. Creation Units are issued and redeemed for cash and/or in-kind for securities.
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 the Funds must follow the Funds’ procedures, which are described in the SAI.
Except when aggregated in Creation Units, Shares are not redeemable with the Funds.
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. 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 a Fund and no minimum number of Shares you must buy.
Shares of each of the Funds will be listed on the Exchange under the following symbols:
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 of the Funds 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.
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Share Trading Prices.
The trading prices of a Fund’s Shares may differ from the Fund’s daily NAV and can be affected by market forces of supply and demand for the Fund’s 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 each Fund’s portfolio every fifteen
seconds. This approximate value should not be viewed as a “real-time” update of the NAV of a 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 Funds are not involved in, or responsible for, the calculation or
dissemination of the approximate values and make 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 a 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 Funds’ shareholders. The Board noted that the Funds’ Shares can only be purchased and redeemed directly from a Fund in Creation Units by APs and that the vast majority of trading in the Funds’ 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 the Funds’ trading costs and the realization of capital gains. With regard to the purchase or redemption of Creation Units directly with a 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 a Fund and increased transaction costs, which could negatively impact a Fund’s ability to achieve its investment objective, although in certain circumstances (e.g., in conjunction with a rebalance of a Fund’s underlying index), such trades may benefit Fund shareholders by increasing the tax efficiency of a Fund. The Board also noted that direct trading by APs is critical to ensuring that a Fund’s Shares trade at or close to NAV. The Funds also employ fair valuation pricing to minimize potential dilution from market timing. In addition, the Funds may impose transaction fees on purchases and redemptions of Shares to cover the custodial and other costs incurred by a 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 the Funds’ Shares.
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Each Fund has adopted the Plan pursuant to Rule 12b-1 under the Investment Company Act. Under the Plan, a 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 a Fund because they would be paid on an ongoing basis.
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 a 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.
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.
Prices denominated in foreign currencies are converted to U.S. dollar equivalents at the current exchange rate, which approximates fair value.
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.
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If a market price is not readily available or is deemed not to reflect market value, a 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. In addition, a Fund may use fair valuation to price securities that trade on a foreign exchange, if any, when a significant event has occurred after the foreign exchange closes but before the time at which the Fund’s NAV is calculated. Foreign exchanges typically close before the time at which Share prices are calculated and may be closed altogether on some days when a Fund is open. Such significant events affecting a foreign security, in the event a Fund holds foreign securities, may include, but are not limited to: corporate actions, earnings announcements, litigation or other events impacting a single issuer; governmental action that affects securities in one sector or country; natural disasters or armed conflicts affecting a country or region; or significant domestic or foreign market fluctuations. If a Fund holds foreign securities, it would use various criteria, including an evaluation of U.S. market moves after the close of foreign markets, in determining whether a foreign security’s market price is readily available and reflective of market value and, if not, the fair value of the security.
To the extent a Fund has holdings of foreign or other securities that may trade infrequently, fair valuation may be used more frequently than for other funds. Fair valuation may have the effect of reducing stale pricing arbitrage opportunities presented by the pricing of Shares. However, when a 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 a 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.
The value of assets denominated in foreign currencies is converted into U.S. dollars using exchange rates deemed appropriate by a Fund.
Fund Website and Disclosure of Portfolio Holdings
The Trust maintains a website for the Funds at www.alphaarchitect.com/funds. Among other things, these websites include this Prospectus and the SAI, and will include the Funds’ holdings, the Funds’ last annual and semi-annual reports (when available), pricing information about Shares trading on the Exchange, daily NAV calculations and a historical comparison of the trading prices to NAV.
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 www.alphaarchitect.com/funds. A description of the Trust’s policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the Funds’ 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 an exemptive order of the SEC. The SEC has granted the Trust such an order to permit registered investment companies to invest in Shares of the Value ETFs and Momentum ETFs beyond the limits in Section 12(d)(1)(A), subject to certain terms and conditions, including that the registered investment company first enter into a written agreement with the Trust regarding the terms of the investment. Accordingly, registered investment companies that wish to rely on the order must first enter into such a written agreement with the Trust and should contact the Trust to do so. No relief from Section 12(d)(1) is available for investments in the Alpha Architect Value Momentum Trend ETF since it operates as an “ETF of ETFs.”
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 plan, 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 qualify to be treated each year as a regulated investment company under the Internal Revenue Code.
As a regulated investment company, a Fund generally pays no federal income tax on the income and gains it distributes to you. Each Fund expects to declare and distribute all of 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 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 your Fund, a 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 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 gains 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 individual shareholders at long-term capital gain rates provided certain holding period requirements are met.
Taxes on Exchange-Listed Share Sales . A sale or exchange of Shares is a taxable event and, accordingly, a capital gain or loss may 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 federal income tax return.
Table of Contents - ProspectusBackup 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 withhold if the Internal Revenue Service (“IRS”) instructs it to do so. When 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 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 be deductible.
Under current 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. withholding tax at a 30% or lower treaty rate and U.S. estate tax and are subject to special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. An exemption from U.S. withholding tax is provided for capital gain dividends paid by a Fund from long-term capital gains, if any. The exemptions from U.S. withholding for interest-related dividends paid by a Fund from its qualified net interest income from U.S. sources and short-term capital gain dividends have expired for taxable years of the Fund that begin on or after January 1, 2014. It is unclear as of the date of this prospectus whether Congress will reinstate the exemptions for interest-related and short-term capital gain dividends or, if reinstated, whether such exemptions would have retroactive effect. However, notwithstanding such exemptions from U.S. withholding at the source, any such dividends and distributions of income and capital gains will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person.
Other Reporting and Withholding Requirements . Under the Foreign Account Tax Compliance Act (FATCA), a Fund will be required to withhold a 30% tax on (a) income dividends paid by the Fund after June 30, 2014, and (b) certain capital gain distributions and the proceeds arising from the sale of Shares paid by the Fund after Dec. 31, 2016, 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 new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of US-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.
Table of Contents - ProspectusThis 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 federal, state, local or foreign tax consequences before making an investment in a Fund.
The financial highlights tables are intended to help you understand the Funds’ financial performance for the period of each Fund’s operations. Certain information reflects financial results for a single Share. The total returns in the table represent the rate that an investor would have gained (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been derived from the financial statements audited by Spicer Jeffries LLP, an independent registered public accounting firm, whose report, along with the Funds’ financial statements, is included in the Funds’ Annual Report, which is available upon request.
SEPTEMBER 30, 2018
1 |
Net investment income (loss) per share represents net investment income (loss) divided by the daily average shares of beneficial interest outstanding throughout each period. |
2 |
All returns reflect reinvested dividends, if any, but do not reflect the impact of taxes. Total return for a period of less than one year is not annualized. |
3 |
For periods of less than one year, these ratios are annualized. |
4 |
Net expenses include effects of any reimbursement or recoupment. |
5 |
The net expenses, total expenses, and net investment income (loss) ratios excluding the effect of broker interest expense on securities sold short were 0.00%, 0.45%, and 1.17%, respectively. |
6 |
Portfolio turnover is not annualized and is calculated without regard to short-term securities having a maturity of less than one year. |
7 |
Commencement of operations. |
8 |
Alpha Architect International Quantitative Momentum ETF and Alpha Architect Value Momentum Trend ETF paid a return of capital of less than $.005. |
9 |
Total return during the period shown reflects a waiver by the Adviser. Performance would have been lower had the waiver not been in effect. |
Table of Contents - Prospectus
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 the Funds will be in their annual and semi-annual reports to shareholders, when available. The annual report will explain the market conditions and investment strategies affecting each Fund’s performance during the last fiscal year.
Statement of Additional Information
The SAI dated January 31, 2019, 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.
To receive a free copy of the latest annual or semi-annual report, when available, or the SAI, or to request additional information about the Funds, please contact us as follows:
Call:
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(215) 882-9983
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Write:
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213 Foxcroft Road
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Broomall, PA 19008
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Visit:
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www.alphaarchitect.com/funds
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Information Provided by the Securities and Exchange Commission
Information about the Funds, including their reports and the SAI, has been filed with the SEC. It can be reviewed on the EDGAR database on the SEC’s internet site (http://www.sec.gov). You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC’s e-mail address (publicinfo@sec.gov) or by calling the SEC at (202) 551-8090.
STATEMENT OF ADDITIONAL INFORMATION
January 31, 2019
ALPHA ARCHITECT ETF TRUST
Alpha Architect U.S. Quantitative Value ETF (QVAL)
Alpha Architect International Quantitative Value ETF (IVAL)
Alpha Architect U.S. Quantitative Momentum ETF (QMOM)
Alpha Architect International Quantitative Momentum ETF (IMOM)
Alpha Architect Value Momentum Trend ETF (VMOT)
|
|
|
Fiscal Period/Year Ended September 30,
|
||
2018
|
2017
|
|
Alpha Architect U.S. Quantitative Value ETF
|
46%
|
81%
|
Alpha Architect International Quantitative Value ETF
|
30%
|
44%
|
Alpha Architect U.S. Quantitative Momentum ETF
|
91%
|
168%
|
Alpha Architect International Quantitative Momentum ETF
|
119%
|
105%
|
Alpha
Architect Value Momentum Trend ETF
|
44%
|
0%
1
|
Name,
Address, and
Year of Birth
|
Position(s)
Held with
Trust
|
Term of
Office and
Length of
Time Served
|
Principal Occupation
During Past 5 Years
|
Number of
Funds in Fund
Complex
Overseen by
Trustee
|
Other
Directorships
Held by
Trustee
During Past 5
Years
|
|||
Independent Trustees | ||||||||
Daniel Dorn
Born: 1975
|
Trustee
|
Since 2014
|
Associate Professor of Finance, Drexel University, LeBow College of Business (2003 – present).
|
5
|
None
|
|||
Michael S. Pagano, Ph.D., CFA
Born: 1962
|
Trustee
|
Since 2014
|
The Robert J. and Mary Ellen Darretta Endowed Chair in Finance, Villanova University (1999 - present); Associate Editor of
The Financial Review
(2009 - present) and Editorial Board Member of Advances in Quantitative Analysis of Finance and Accounting (2010
- present); Founder, Michael S. Pagano, LLC (business consulting firm) (2008 - present); Member of FINRA’s Market Regulation Committee (2009 - present).
|
5
|
None
|
|||
Chukwuemeka (Emeka) O. Oguh
Born: 1983
|
Trustee
|
Since 2018
|
Co-founder and CEO, PeopleJoy (2016 - present); Co-founder and CEO, Apptempo (2013 - 2015); Head of Product, DataMinr (2011 - 2013);
Fund of Funds analyst, Merrill Lynch (2005 - 2009).
|
5
|
None
|
|||
Interested Trustee*
|
||||||||
Wesley R. Gray, Ph.D.
Born: 1980
|
Trustee and President
of the Trust |
Trustee and
President
since 2014
|
Founder and Executive Managing Member, Empowered Funds, LLC (2013 - present); Founder and Executive Managing Member, Empirical
Finance, LLC d/b/a Alpha Architect (2010 - present).
|
5
|
None
|
Name, Address,
and Year of Birth
|
Position(s)
Held with Trust |
Term of Office
and Length of Time Served
|
Principal Occupation During Past 5 Years
|
John Vogel, Ph.D.
Born: 1983
|
Treasurer
|
Since 2014
|
Managing Member, Empowered Funds, LLC (2013 - present); Managing Member, Empirical Finance, LLC d/b/a Alpha
Architect (2012 - present).
|
Patrick R. Cleary
Born: 1982
|
Secretary and
Chief Compliance
Officer
|
Since 2015
|
Chief Operating Officer and Managing Member, Alpha Architect, LLC (2014 – present); Director of Strategy and
Corporate Development, Algeco Scotsman (a multinational leasing company) (2014); Strategy Consultant, Boston Consulting Group (a management consulting firm) (2010 – 2014).
|
Independent Trustees
|
Compensation
|
Compensation Deferred
|
Total Compensation from the Fund
Complex Paid to Trustee
|
Emeka O. Oguh
|
$7,500
|
$0
|
$7,500
|
Daniel Dorn
|
$8,500
|
$0
|
$8,500
|
Michael S. Pagano
|
$8,500
|
$0
|
$8,500
|
Interested Trustee
|
|||
Wesley R. Gray
**
|
$0
|
$0
|
$0
|
Dollar Range of Equity Securities Owned
|
||||||
Alpha
Architect
U.S.
Quantitative
Value ETF
|
Alpha
Architect
International
Quantitative
Value ETF
|
Alpha
Architect
U.S.
Quantitative
Momentum
ETF
|
Alpha
Architect
International
Quantitative
Momentum
ETF
|
Alpha
Architect
Value
Momentum
Trend ETF
|
Aggregate
Dollar
Range of
Shares
(All Funds
in the
Complex)
|
|
Independent Trustees
|
||||||
Emeka O. Oguh
|
None
|
None
|
None
|
None
|
$1-$10,000
|
$1-$10,000
|
Daniel Dorn
|
$1-$10,000
|
$1-$10,000
|
$1-$10,000
|
$1-$10,000
|
$1-$10,000
|
$10,001 - $50,000
|
Michael S. Pagano
|
None
|
None
|
None
|
None
|
over $100,000
|
over $100,000
|
Interested Trustee
|
||||||
Wesley R. Gray
|
$50,001 - $100,000
|
$50,001 - $100,000
|
$50,001 - $100,000
|
$50,001 - $100,000
|
over $100,000
|
over $100,000
|
Alpha Architect Value Momentum Trend ETF
|
||||
Name and Address
|
%
Ownership
|
Parent Company
(if applicable) |
Jurisdiction
(if applicable) |
Type of
Ownership
|
Interactive Brokers Group
209 S La Salle St
Chicago, IL 60604
|
37.24%
|
N/A
|
N/A
|
Record
|
TD Ameritrade
P.O. Box 2226
Omaha, NE 68103
|
15.80%
|
N/A
|
N/A
|
Record
|
Charles Schwab & Co., Inc.
211 Main St
San Francisco, CA 94105
|
15.54%
|
N/A
|
N/A
|
Record
|
LPL Financial LLC
75 State Street, 22nd Floor
Boston, MA 02109
|
9.50%
|
N/A
|
N/A
|
Record
|
National Financial Services, LLC
499 Washington Blvd
Jersey City, NY 07310
|
5.86%
|
N/A
|
N/A
|
Record
|
Fund and Period
|
Aggregate Advisory Fees
Paid to Adviser
|
|
Alpha Architect U.S. Quantitative Value ETF
|
||
Fiscal year ended September 30, 2018
|
$890,003
|
|
Fiscal year ended September 30, 2017
|
$498,949
|
|
Fiscal year ended September 30, 2016
|
$
371,181
|
|
Alpha Architect International Quantitative Value ETF
|
||
Fiscal year ended September 30, 2018
|
$702,940
|
|
Fiscal year ended September 30, 2017
|
$389,121
|
|
Fiscal year ended September 30, 2016
|
$
196,171
|
|
Alpha Architect U.S. Quantitative Momentum ETF
|
||
Fiscal year ended September 30, 2018
|
$492,862
|
|
Fiscal year ended September 30, 2017
|
$242,395
|
|
Fiscal period December 2, 2015 through September 30, 2016
|
$105,771
|
|
Alpha Architect International Quantitative Momentum ETF
|
||
Fiscal year ended September 30, 2018
|
$474,376
|
|
Fiscal year ended September 30, 2017
|
$236,963
|
|
Fiscal period December 23, 2015 through September 30, 2016
|
$76,393
|
|
Alpha Architect Value Momentum Trend ETF
|
|||
Advisory
Fees Accrued
|
Advisory
Fees Waived
|
Net Advisory
Fees Paid
|
|
Fiscal year ended September 30, 2018
|
$409,269
|
$(409,269)
|
$0
|
Fiscal period May 3, 2017 through September 30, 2017
|
$48,485
|
$(48,485)
|
$0
|
Fund and Period
|
Aggregate Servicing Fees
Paid to Administrator
|
|
Alpha Architect U.S. Quantitative Value ETF
|
||
Fiscal year ended September 30, 2018
|
$76,325
|
|
Fiscal year ended September 30, 2017
|
$104,253
|
|
Fiscal year ended September 30, 2016
|
$127,610
|
|
Alpha Architect International Quantitative Value ETF
|
||
Fiscal year ended September 30, 2018
|
$60,840
|
|
Fiscal year ended September 30, 2017
|
$78,759
|
|
Fiscal year ended September 30, 2016
|
$66,981
|
|
Alpha Architect U.S. Quantitative Momentum ETF
|
||
Fiscal year ended September 30, 2018
|
$41,355
|
|
Fiscal year ended September 30, 2017
|
$49,825
|
|
Fiscal period December 2, 2015 through September 30, 2016
|
$35,425
|
|
Alpha Architect International Quantitative Momentum ETF
|
||
Fiscal year ended September 30, 2018
|
$41,242
|
|
Fiscal year ended September 30, 2017
|
$47,277
|
|
Fiscal period December 23, 2015 through September 30, 2016
|
$25,249
|
|
Alpha Architect Value Momentum Trend ETF
|
||
Fiscal year ended September 30, 2018
|
$58,588
|
|
Fiscal period May 3, 2017 through September 30, 2017
|
$13,745
|
Type of Accounts
|
Total
Number of
Accounts
|
Total Assets
of Accounts
(millions)
|
Total Number of
Accounts with
Performance Based Fees
|
Total Assets of
Accounts with
Performance Based
Fees (millions) |
Registered Investment Companies
|
0
|
$0
|
0
|
$0
|
Other Pooled Investment Vehicles
|
1
|
$7.317M
|
1
|
$7.317M
|
Other Accounts
|
254
|
$518.77M
|
1
|
$8.645M
|
Dollar Range of Equity Securities Owned
|
|||||
Alpha
Architect U.S.
Quantitative
Value ETF
|
Alpha
Architect
International
Quantitative
Value ETF
|
Alpha
Architect
U.S.
Quantitative
Momentum ETF
|
Alpha
Architect
International
Quantitative
Momentum ETF
|
Alpha
Architect
Value
Momentum
Trend ETF |
|
Tao Wang
|
None
|
None
|
None
|
None
|
$10,001 - $50,000
|
Fund and Period
|
Brokerage Commissions
|
|
Alpha Architect U.S. Quantitative Value ETF
|
||
Fiscal year ended September 30, 2018
|
$53,316
|
|
Fiscal year ended September 30, 2017
|
$36,002
|
|
Fiscal year ended September 30, 2016
|
$20,817
|
|
Alpha Architect International Quantitative Value ETF
|
||
Fiscal year ended September 30, 2018
|
$77,023
|
|
Fiscal year ended September 30, 2017
|
$40,281
|
|
Fiscal year ended September 30, 2016
|
$30,812
|
Fund and Period
|
Brokerage Commissions
|
|
Alpha Architect U.S. Quantitative Momentum ETF
|
||
Fiscal year ended September 30, 2018
|
$29,619
|
|
Fiscal year ended September 30, 2017
|
$33,118
|
|
Fiscal period December 2, 2015 through September 30, 2016
|
$12,737
|
|
Alpha Architect International Quantitative Momentum ETF
|
||
Fiscal year ended September 30, 2018
|
$159,306
|
|
Fiscal year ended September 30, 2017
|
$69,419
|
|
Fiscal period December 23, 2015 through September 30, 2016
|
$25,224
|
|
Alpha Architect Value Momentum Trend ETF
|
||
Fiscal year ended September 30, 2018
|
$10,971
|
|
Fiscal period May 3, 2017 through September 30, 2017
|
$1
|
Fund
|
Standard Transaction Fee
|
Variable Charge
|
Alpha Architect U.S. Quantitative Value ETF
|
$ 250 *
|
Up to 2.00%
|
Alpha Architect International Quantitative Value ETF
|
$ 500 *
|
Up to 2.00%
|
Alpha Architect U.S. Quantitative Momentum ETF
|
$ 250 *
|
Up to 2.00%
|
Alpha Architect International Quantitative Momentum ETF
|
$ 500 *
|
Up to 2.00%
|
Alpha Architect Value Momentum ETF
|
$ 250 *
|
Up to 2.00%
|
·
|
Distribution Requirement —a Fund must distribute an amount equal to the sum of at least 90% of its investment company taxable
income and 90% of its net tax-exempt income, if any, for the tax year (including, for purposes of satisfying this distribution requirement, certain distributions made by the Fund after the close of its taxable year that are treated as
made during such taxable year).
|
·
|
Income Requirement —a Fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to
securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of
investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (“QPTPs”).
|
·
|
Asset Diversification Test —a Fund must satisfy the following asset diversification test at the close of each quarter of the
Fund’s tax year: (1) at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. government securities, securities of other regulated investment companies, and securities of other issuers (as to which the
Fund has not invested more than 5% of the value of the Fund’s total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25%
of the value of the Fund’s total assets may be invested in the securities of any one issuer (other than U.S. government securities or securities of other regulated investment companies) or of two or more issuers which the Fund
controls and which are engaged in the same or similar trades or businesses, or, in the securities of one or more QPTPs.
|
|
|
Unlimited
|
|
|
Unlimited
|
|
||
|
|
Short-Term
|
|
|
Long-Term
|
|
||
Alpha Architect U.S. Quantitative Value ETF
|
|
$
|
14,953,591
|
|
|
$
|
4,137,972
|
|
Alpha Architect International Quantitative Value ETF
|
|
$
|
2,860,998
|
|
|
$
|
1,437,843
|
|
Alpha Architect U.S. Quantitative Momentum ETF
|
|
$
|
8,390,097
|
|
|
|
—
|
|
Alpha Architect International Quantitative Momentum ETF
|
|
$
|
13,373,121
|
|
|
|
—
|
|
Alpha Architect Value Momentum Trend ETF
|
|
$
|
1,064,564
|
|
|
|
—
|
|
|
(i)
|
any net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (“post- October
losses”), and
|
|
(ii) |
the excess, if any, of (1) the sum of (a) specified losses incurred after October 31 of the current taxable year, and (b) other ordinary losses incurred
after December 31 of the current taxable year, over (2) the sum of (a) specified gains incurred after October 31 of the current taxable year, and (b) other ordinary gains incurred after December 31 of the current taxable year.
|
·
|
provide your correct social security or taxpayer identification number,
|
·
|
certify that this number is correct,
|
·
|
certify that you are not subject to backup withholding, and
|
·
|
certify that you are a U.S. person (including a U.S. resident alien).
|
1.
|
These policies and procedures and any amendments;
|
2.
|
A copy of each proxy statement that the Firm receives;
|
3.
|
A record of each vote that the Firm casts;
|
4.
|
Any document the Firm created that was material to making a decision how to vote proxies, or that memorializes that decision.
|
New Year’s Day
|
Tuesday, January 1
|
Martin Luther King, Jr. Day
|
Monday, January 21
|
Washington’s Birthday (Presidents’ Day)
|
Monday, February 18
|
Good Friday
|
Friday, April 19
|
Memorial Day
|
Monday, May 27
|
Independence Day
|
Thursday, July 4*
|
Labor Day
|
Monday, September 2
|
Thanksgiving Day
|
Thursday, November 28**
|
Christmas Day
|
Wednesday, December 25***
|
**
|
The NYSE, NYSE AMEX and Nasdaq will close trading early (at 1:00 PM ET) on
Friday, November 29, 2019 (the day after Thanksgiving)
.
|
AUSTRALIA
|
|||
January 1
|
April 22
|
August 5
|
December 25
|
January 28
|
April 25
|
October 7
|
November 5
|
April 19
|
May 6
|
|
|
AUSTRIA
|
|||
January 1
|
May 30
|
August 15
|
December 8
|
January 6
|
June 10
|
October 26
|
December 25
|
April 22
|
June 20
|
November 1
|
December 26
|
May 1
|
|
|
BELGIUM
|
|||
January 1
|
May 30
|
August 15
|
December 25
|
April 22
|
June 10
|
November 1
|
|
May 1
|
July 21
|
November 11
|
|
DENMARK
|
|||
January 1
|
April 22
|
June 5
|
December 25
|
April 18
|
May 17
|
June 10
|
December 26
|
April 19
|
May 30
|
December 24
|
December 31
|
January 1
|
April 22
|
June 5
|
December 25
|
FINLAND
|
|||
January 1
|
April 22
|
December 6
|
December 25
|
January 6
|
May 1
|
December 24
|
December 26
|
April 19
|
May 30
|
|
|
FRANCE
|
|||
January 1
|
May 8
|
July 14
|
November 11
|
April 22
|
May 30
|
August 15
|
December 25
|
May 1
|
June 10
|
November 1
|
December 26
|
GERMANY
|
|||
January 1
|
May 1
|
June 10
|
December 25
|
April 9
|
May 30
|
October 3
|
December 26
|
April 22
|
|
|
|
HONG KONG
|
|||
January 1
|
April 5
|
May 13
|
October 1
|
February 4
|
April 19
|
June 7
|
October 7
|
February 5
|
April 20
|
July 1
|
December 25
|
February 6
|
April 22
|
September 14
|
December 26
|
February 7
|
May 1
|
|
|
IRELAND
|
|||
January 1
|
April 22
|
August 5
|
December 26
|
March 18
|
May 6
|
October 28
|
December 27
|
April 19
|
June 3
|
December 25
|
|
ISRAEL
|
|||
March 21
|
May 9
|
September 30
|
October 14
|
April 21
|
June 10
|
October 1
|
October 22
|
April 27
|
August 11
|
October 9
|
|
ITALY
|
|||
January 1
|
April 22
|
June 2
|
December 8
|
January 6
|
April 25
|
August 15
|
December 25
|
April 19
|
May 1
|
November 1
|
December 26
|
JAPAN
|
|||
January 1
|
March 21
|
July 15
|
October 14
|
January 2
|
April 19
|
August 12
|
November 4
|
January 3
|
May 3
|
September 16
|
November 25
|
January 14
|
May 4
|
September 23
|
December 23
|
February 11
|
May 6
|
|
|
NETHERLANDS
|
|||
January 1
|
April 27
|
May 30
|
December 25
|
April 19
|
May 4
|
June 10
|
December 26
|
April 22
|
May 5
|
|
|
New Zealand
|
|||
January 1
|
April 19
|
June 3
|
December 26
|
January 2
|
April 22
|
October 28
|
|
February 6
|
April 25
|
December 25
|
NORWAY
|
|||
January 1
|
April 22
|
May 30
|
December 25
|
April 18
|
May 1
|
June 10
|
December 26
|
April 19
|
May 17
|
December 24
|
|
PORTUGAL
|
|||
January 1
|
May 1
|
August 15
|
December 1
|
April 19
|
June 10
|
October 5
|
December 8
|
April 25
|
June 20
|
November 1
|
December 25
|
SINGAPORE
|
|||
January 1
|
April 19
|
June 5
|
October 27
|
February 5
|
May 1
|
August 9
|
December 25
|
February 6
|
May 19
|
August 12
|
|
SPAIN
|
|||
January 1
|
April 22
|
September 11
|
December 6
|
January 6
|
May 1
|
October 12
|
December 8
|
April 18
|
July 25
|
November 1
|
December 25
|
April 19
|
August 15
|
|
|
SWEDEN
|
|||
January 1
|
May 1
|
June 22
|
December 25
|
January 6
|
May 30
|
November 2
|
December 26
|
April 19
|
June 6
|
December 24
|
December 31
|
April 22
|
June 21
|
|
|
SWITZERLAND
|
|||
January 1
|
April 22
|
June 10
|
December 25
|
January 2
|
May 30
|
August 1
|
December 26
|
April 19
|
|
|
|
UNITED KINGDOM
|
|||
January 1
|
May 6
|
August 5
|
December 25
|
April 19
|
May 27
|
August 6
|
December 26
|
April 22
|
|
|
|
Beginning of
Settlement Period
|
End of
Settlement Period
|
Number of Days
in Settlement Period
|
||||
Finland
|
12/23/2019
|
12/31/2019
|
8
|
|||
Hong Kong
|
1/31/2019
|
2/8/2019
|
8
|
|||
2/1/2019
|
2/11/2019
|
10
|
||||
Israel
|
10/7/2019
|
10/15/2019
|
8
|
|||
Japan
|
12/26/2018
|
1/4/2019
|
9
|
|||
12/27/2018
|
1/7/2019
|
11
|
||||
12/28/2018
|
1/8/2019
|
11
|
(a) |
Articles of Incorporation.
|
|
(1) |
Agreement and Declaration of Trust of Alpha Architect ETF Trust (the “Registrant”), previously filed as Exhibit 99.a.1 with Pre-Effective Amendment No. 2 to
the Registrant’s registration statement on October 17, 2014, is hereby incorporated by reference.
|
|
(2) |
Certificate of Trust, as filed with the office of the Secretary of State of the State of Delaware on October 11, 2013, previously filed as Exhibit 99.a.2 with
the Registrant’s initial registration statement on April 25, 2014, is hereby incorporated by reference.
|
|
(3) |
Certificate of Amendment to the Certificate of Trust, as filed with the office of the Secretary of State of the State of Delaware on April 17, 2014,
previously filed as Exhibit 99.a.3 with the Registrant’s initial registration statement on April 25, 2014, is hereby incorporated by reference.
|
(b) |
By-laws of the Registrant, previously filed as Exhibit 99.b.1 with Pre-Effective Amendment No. 2 to the Registrant’s registration statement on October 17,
2014, is hereby incorporated by reference.
|
(c)
|
Instruments Defining Rights of Security Holders.
|
||
(1)
|
Agreement and Declaration of Trust
|
||
(i)
|
Article III: Shares
|
||
(ii)
|
Article V: Shareholders’ Voting Powers and Meetings
|
||
(iii)
|
Article VI: Net Asset Value; Distributions; Redemptions; Transfers
|
||
(iv)
|
Article VIII: Certain Transactions, Section 4
|
||
(v)
|
Article X: Miscellaneous, Section 4
|
||
(2)
|
By-Laws
|
||
(i)
|
Article II: Meetings of Shareholders
|
||
(ii)
|
Article VI: Records and Reports, Sections 1, 2, and 3
|
||
(iii)
|
Article VII: General Matters, Sections 3, 4, 6, and 7
|
||
(iv)
|
Article VIII: Amendments, Section 1
|
(d) |
Investment Advisory Agreements.
|
|
(1) |
Investment Advisory Agreement between the Registrant and Empowered Funds, LLC (October 17, 2014), previously filed as Exhibit 99.d.1 with Pre-Effective
Amendment No. 2 to the Registrant’s registration statement on October 17, 2014, is hereby incorporated by reference.
|
|
(i) |
Amendment to the Investment Advisory Agreement – filed herewith.
|
|
(2) |
Investment Advisory Agreement between the Registrant and Empowered Funds, LLC (February 6, 2017) previously filed as Exhibit 99.d.1.i with Post-Effective
Amendment No. 8 to the Registrant’s registration statement on April 26, 2017, is hereby incorporated by reference.
|
(e) |
Underwriting Contracts.
|
|
(1) |
Distribution Agreement between the Registrant and Quasar Distributors, LLC, previously filed as Exhibit 99.e.1 with Pre-Effective Amendment No. 2 to the
Registrant’s registration statement on October 17, 2014, is hereby incorporated by reference.
|
|
(i) |
Third Amendment and Amended Schedule A to the Distribution Agreement between the Registrant and Quasar Distributors, LLC previously filed as Exhibit 99.e.1.i
with Post-Effective Amendment No. 8 to the Registrant’s registration statement on April 26, 2017, is hereby incorporated by reference.
|
|
(2) |
Form of Authorized Participant Agreement, previously filed as Exhibit 99.e.2 with Pre‑Effective Amendment No. 2 to the Registrant’s registration statement on
October 17, 2014, is hereby incorporated by reference.
|
(f) |
Bonus or Profit Sharing Contracts.
|
(g) |
Custodian Agreements
|
|
(1) |
Custody Agreement between the Registrant and U.S. Bank National Association, previously filed as Exhibit 99.g.1 with Pre-Effective Amendment No. 2 to the
Registrant’s registration statement on October 17, 2014, is hereby incorporated by reference.
|
|
(i) |
Third Amendment and Amended Exhibit B to the Custody Agreement between the Registrant and U.S. Bank National Association previously filed as Exhibit 99.g.1.i
with Post-Effective Amendment No. 8 to the Registrant’s registration statement on April 26, 2017, is hereby incorporated by reference.
|
(h) |
Other Material Contracts.
|
|
(1) |
Transfer Agent Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC, previously filed as Exhibit 99.h.1 with Pre-Effective Amendment
No. 2 to the Registrant’s registration statement on October 17, 2014, is hereby incorporated by reference.
|
|
(i) |
Third Amendment and Amended Exhibit A to the Transfer Agent Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC previously filed as
Exhibit 99.h.1.i with Post-Effective Amendment No. 8 to the Registrant’s registration statement on April 26, 2017, is hereby incorporated by reference.
|
|
(2) |
Fund Administration Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC, previously filed as Exhibit 99.h.2 with Pre-Effective
Amendment No. 2 to the Registrant’s registration statement on October 17, 2014, is hereby incorporated by reference.
|
|
(i) |
Third Amendment and Amended Exhibit A to the Fund Administration Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC previously
filed as Exhibit 99.h.2.i with Post-Effective Amendment No. 8 to the Registrant’s registration statement on April 26, 2017, is hereby incorporated by reference
|
|
(3) |
Fund Accounting Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC, previously filed as Exhibit 99.h.3 with Pre-Effective
Amendment No. 2 to the Registrant’s registration statement on October 17, 2014, is hereby incorporated by reference.
|
|
(i) |
Third Amendment and Amended Exhibit A to the Fund Accounting Servicing Agreement between the Registrant and U.S. Bancorp Fund Services, LLC previously filed
as Exhibit 99.h.3.i with Post-Effective Amendment No. 8 to the Registrant’s registration statement on April 26, 2017, is hereby incorporated by reference.
|
|
(4) |
Third Amended and Restated Fee Waiver Agreement between the Registrant, Alpha Architect Value Momentum Trend ETF, and Empowered Funds, LLC – filed herewith.
|
(i) | (1) | Opinion and Consent of Counsel for ValueShares U.S. Quantitative Value ETF, ValueShares International Quantitative Value ETF, MomentumShares U.S. Quantitative Momentum ETF and MomentumShares International Quantitative Momentum ETF previously filed as Exhibit 99.i with Pre-Effective Amendment No. 2 to the Registrant’s registration statement on October 17, 2014, is hereby incorporated by reference. |
|
(2) |
Opinion and Consent of Counsel for Alpha Architect Value Momentum Trend ETF previously filed as Exhibit 99.i. with Post-Effective Amendment No. 8 to the
Registrant’s registration statement on April 26, 2017, is hereby incorporated by reference.
|
(j) |
Consent to reference Independent Registered Public Accounting Firm – filed herewith.
|
(k) |
Omitted Financial Statements.
|
(l) |
Initial Capital Agreement, previously filed as Exhibit 99.l with Post-Effective Amendment No. 2 to the Registrant’s registration statement on January 28,
2016, is hereby incorporated by reference.
|
(m) |
Rule 12b-1 Plan.
|
|
(1) |
Distribution Plan pursuant to Rule 12b-1, previously filed as Exhibit 99.m.1 with Pre-Effective Amendment No. 2 to the Registrant’s registration statement on
October 17, 2014, is hereby incorporated by reference.
|
|
(2) |
Amended Schedule to Distribution Plan previously filed as Exhibit 99.m.2 with Post-Effective Amendment No. 8 to the Registrant’s registration statement on
April 26, 2017, is hereby incorporated by reference.
|
(n) |
Rule 18f-3 Plan.
|
(o) |
Reserved.
|
(p) |
Code of Ethics.
|
|
(1) |
Code of Ethics of the Registrant, previously filed as Exhibit 99.p.1 with Pre-Effective Amendment No. 2 to the Registrant’s registration statement on October
17, 2014, is hereby incorporated by reference.
|
|
(2) |
Code of Ethics of Empowered Funds, LLC, previously filed as Exhibit 99.p.2 with Pre-Effective Amendment No. 2 to the Registrant’s registration statement on
October 17, 2014, is hereby incorporated by reference.
|
|
(3) |
Code of Ethics of Quasar Distributors, LLC, previously filed as Exhibit 99.p.3 with Post-Effective Amendment No. 2 to the Registrant’s registration statement
on January 28, 2016, is hereby incorporated by reference.
|
(q) |
Other
|
|
(1) |
Power of Attorney – filed herewith.
|
CG Funds Trust
|
Perritt Funds, Inc.
|
DoubleLine Funds Trust
|
PRIMECAP Odyssey Funds
|
ETF Series Solutions
|
Professionally Managed Portfolios
|
Evermore Funds Trust
|
Prospector Funds, Inc.
|
First American Funds, Inc.
|
Provident Mutual Funds, Inc.
|
FundX Investment Trust
|
Rainier Investment Management Mutual Funds
|
Glenmede Fund, Inc.
|
RBB Fund, Inc.
|
Glenmede Portfolios
|
RBC Funds Trust
|
GoodHaven Funds Trust
|
Series Portfolios Trust
|
Greenspring Fund, Inc.
|
Sims Total Return Fund, Inc.
|
Harding Loevner Funds, Inc.
|
Thompson IM Funds, Inc.
|
Hennessy Funds Trust
|
TigerShares Trust
|
Horizon Funds
|
TrimTabs ETF Trust
|
Hotchkis & Wiley Funds
|
Trust for Professional Managers
|
Intrepid Capital Management Funds Trust
|
Trust for Advised Portfolios
|
IronBridge Funds, Inc.
|
USA Mutuals
|
Jacob Funds, Inc.
|
Wall Street EWM Funds Trust
|
Jensen Quality Growth Fund Inc.
|
Westchester Capital Funds
|
Kirr Marbach Partners Funds, Inc.
|
Wisconsin Capital Funds, Inc.
|
LKCM Funds
|
YCG Funds
|
|
(b) |
To the best of Registrant’s knowledge, the directors and executive officers of Quasar Distributors, LLC are as follows:
|
|
(a) |
Alpha Architect ETF Trust, 213 Foxcroft Road, Broomall, PA 19008.
|
|
(b) |
Empowered Funds, LLC, 213 Foxcroft Road, Broomall, PA 19008 (records relating to its role as investment adviser).
|
|
(c) |
U.S. Bancorp Fund Services, LLC, 615 East Michigan Street, Milwaukee, WI 53202 (records relating to its role as administrator, fund accountant, transfer
agent, and dividend disbursing agent).
|
|
(d) |
U.S. Bank National Association, 1555 North Rivercenter Drive, Suite 302, Milwaukee, WI 53212 (records relating to its role as custodian).
|
|
(e) |
Quasar Distributors, LLC, 777 East Wisconsin Avenue, 6
th
Floor, Milwaukee, WI 53202 (records relating to its role as principal underwriter).
|
ALPHA ARCHITECT ETF TRUST
|
By:
/s/ Wesley R. Gray
|
Wesley R. Gray
|
President
|
Signature
|
Title
|
Date
|
/s/ Wesley R. Gray
|
Trustee and President
|
January 24, 2019
|
Wesley R. Gray
|
|
|
|
|
|
/s/ John R. Vogel
|
Treasurer and Chief Financial Officer
|
January 24, 2019
|
John R. Vogel
|
|
|
/s/ Patrick Cleary
|
Secretary and Chief Compliance Officer
|
January 24, 2019
|
Patrick Cleary
|
||
/s/ Daniel Dorn
|
Trustee
|
January 24, 2019
|
Daniel Dorn*
|
|
|
|
|
|
/s/ Michael Pagano
|
Trustee
|
January 24, 2019
|
Michael Pagano*
|
|
|
/s/ Emeka Oguh
|
Trustee
|
January 24, 2019
|
Emeka Oguh*
|
||
By:
|
/s/ Wesley R. Gray
|
Wesley R. Gray
|
|
Attorney-in-Fact
|
|
(Pursuant to Power of Attorney filed herewith)
|
Exhibit No.
|
Description
|
(d)(1)(i)
|
Amendment
to the Investment Advisory Agreement
|
(h)(4)
|
Third Amended And Restated Fee Waiver Agreement
|
(j)
|
Consent to reference Independent Registered Public Accounting Firm
|
(q)(1)
|
Power of Attorney
|
1.
|
Amendmen
t. Effective as of January 31,
2019, Schedule A of the Agreement is deleted and replaced in its entirety with the Schedule A attached hereto as Attachment A.
|
2.
|
Ratification and Confirmation of Agreement
.
Except as specifically set forth herein, all of other terms of the Agreement shall remain in full force and effect.
|
3.
|
Counterparts
. This Amendment may be
executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
|
ALPHA ARCHITECT ETF TRUST
|
|
On behalf of each of the series listed above
|
|
By: /s/ Michael Pagano
|
|
Name: Michael Pagano
|
|
Title: Trustee
|
|
EMPOWERED FUNDS, LLC
|
|
By: /s/ Wesley R. Gray
|
|
Name: Wesley R. Gray
|
|
Title: Manager
|
|
A. |
The Trust has been organized and operates as an investment company registered under the Investment Company Act of 1940, as amended (the “
1940 Act
”) and engages in the business of investing and reinvesting its assets in securities and other investments.
|
|
B. |
The Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “
Advisers Act
”), and engages in the business of providing investment advisory services.
|
|
C. |
The Trust has selected the Adviser to serve as the investment adviser for the Fund pursuant to an investment advisory agreement between the Trust and the
Advisor entered into as of February 6
th
, 2017 (the “
Advisory Agreement
”).
|
|
D. |
The Fund, in accordance with its investment objective and policies, may invest primarily in other exchange-traded funds advised by the Adviser (“
Underlying Funds
”).
|
|
E. |
The Trust has selected the Adviser to serve as the investment adviser for each of the Underlying Funds pursuant to an investment advisory agreement (the “
Underlying Funds Advisory Agreement
”).
|
|
F. |
The Trust and the Adviser are parties to a Second Amended and Restated Fee Waiver Agreement dated as of January 26, 2018 (the “
Superseded Agreement
”).
|
|
G. |
The Parties desire to amend and restate the terms of the Superseded Agreement, and the Parties hereby terminate the Superseded Agreement effective as of the
effective date of this Waiver Agreement.
|
|
H. |
This Background section is hereby incorporated by reference into and made a part of this Waiver Agreement.
|
ALPHA ARCHITECT ETF TRUST (On behalf of the Alpha
|
|
Architect Value Momentum Trend ETF)
|
|
By:
/s/ Michael Pagano
|
|
Name: Michael Pagaon
|
|
Title: Trustee
|
|
EMPOWERED FUNDS, LLC
|
|
By:
/s/ Wesley R. Gray
|
|
Name: Wesley R. Gray
|
|
Title: Manager
|
SIGNATURE AND ACKNOWLEDGEMENTS
|
|
IN WITNESS WHEREOF
, the
undersigned have executed this Power of Attorney as of the 16 day of January, 2019
|
|
Signature
|
Title
|
/
s/ Wesley R. Gray
|
|
Wesley R. Gray
|
Trustee and President
|
/
s/ Michael S. Pagan
o
|
|
Michael S. Pagano
|
Trustee
|
/s/ Daniel Dorn
|
|
Daniel Dorn
|
Trustee
|
/s/ Emeka Oguh
|
|
Emeka Oguh
|
Trustee
|
/s/ Patrick Cleary
|
|
Patrick Cleary
|
Chief Compliance Officer and Secretary
|
/s/ John R. Vogel
|
|
John R. Vogel
|
Chief Operating Officer and Treasurer
|